UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2023
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________
to ________________
Commission file number: 000-12536
SMART POWERR CORP.
(Exact name of registrant as specified in its charter)
Nevada | | 90-0093373 |
(State or other jurisdiction of
incorporation or organization) | | (IRS Employer Identification No.) |
4/F, Tower C
Rong Cheng Yun Gu Building Keji 3rd Road, Yanta
District
Xi An City, Shaan Xi Province
China 710075
(Address of principal executive offices)
(011) 86-29-8765-1098
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.001 par value | | CREG | | Nasdaq Capital Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒
No ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| | Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 11, 2023, there were
7,788,006 shares of the registrant’s common stock outstanding.
SMART POWERR CORP.
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SMART POWERR CORP
CONSOLIDATED BALANCE SHEETS
| |
JUNE 30,
2023 | | |
DECEMBER 31,
2022 | |
| |
(UNAUDITED) | | |
| |
ASSETS | |
| | |
| |
| |
| | |
| |
CURRENT ASSETS | |
| | |
| |
Cash | |
$ | 456,155 | | |
$ | 138,813,673 | |
VAT receivable | |
| 167,314 | | |
| 173,589 | |
Advance to supplier | |
| 66,111,614 | | |
| 31,923 | |
Operating lease right-of-use assets, net | |
| 30,334 | | |
| 62,177 | |
Short term loan receivables | |
| 67,120,596 | | |
| - | |
Other receivables | |
| 53,872 | | |
| 49,690 | |
| |
| | | |
| | |
Total current assets | |
| 133,939,885 | | |
| 139,131,052 | |
| |
| | | |
| | |
NON-CURRENT ASSET | |
| | | |
| | |
Fixed assets, net | |
| 4,484 | | |
| 4,653 | |
| |
| | | |
| | |
Total non-current assets | |
| 4,484 | | |
| 4,653 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 133,944,369 | | |
$ | 139,135,705 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable | |
$ | 68,695 | | |
$ | 71,271 | |
Taxes payable | |
| 3,724,312 | | |
| 3,681,352 | |
Accrued interest on notes | |
| 59,188 | | |
| 261,035 | |
Notes payable, net of unamortized OID of $0 and $31,250, respectively | |
| 5,400,906 | | |
| 5,697,727 | |
Accrued liabilities and other payables | |
| 2,587,975 | | |
| 2,776,414 | |
Operating lease liability | |
| 30,334 | | |
| 62,178 | |
Payable for purchase of 10% equity interest of Zhonghong | |
| 415,179 | | |
| 430,750 | |
Interest payable on entrusted loans | |
| 334,697 | | |
| 347,249 | |
Entrusted loan payable | |
| 10,656,260 | | |
| 11,055,911 | |
| |
| | | |
| | |
Total current liabilities | |
| 23,277,546 | | |
| 24,383,887 | |
| |
| | | |
| | |
NONCURRENT LIABILITY | |
| | | |
| | |
Income tax payable | |
| 3,958,625 | | |
| 3,958,625 | |
| |
| | | |
| | |
Total noncurrent liability | |
| 3,958,625 | | |
| 3,958,625 | |
| |
| | | |
| | |
Total liabilities | |
| 27,236,171 | | |
| 28,342,512 | |
| |
| | | |
| | |
CONTINGENCIES AND COMMITMENTS | |
| | | |
| | |
| |
| | | |
| | |
STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Common stock, $0.001 par value; 100,000,000 shares authorized, 7,788,006 and 7,391,996 shares issued and outstanding | |
| 7,788 | | |
| 7,392 | |
Additional paid in capital | |
| 164,407,308 | | |
| 163,663,305 | |
Statutory reserve | |
| 15,185,889 | | |
| 15,168,003 | |
Accumulated other comprehensive loss | |
| (12,810,612 | ) | |
| (8,318,564 | ) |
Accumulated deficit | |
| (60,082,175 | ) | |
| (59,726,943 | ) |
| |
| | | |
| | |
Total Company stockholders’ equity | |
| 106,708,198 | | |
| 110,793,193 | |
TOTAL LIABILITIES AND EQUITY | |
$ | 133,944,369 | | |
$ | 139,135,705 | |
The accompanying notes are an integral part of
these consolidated financial statements
SMART POWERR CORP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME
(UNAUDITED)
| |
SIX MONTHS ENDED
JUNE 30, | | |
THREE MONTHS ENDED
JUNE 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
Revenue | |
| | |
| | |
| | |
| |
Contingent rental income | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Interest income on sales-type leases | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Total operating income | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 459,235 | | |
| 383,506 | | |
| 374,407 | | |
| 187,726 | |
| |
| | | |
| | | |
| | | |
| | |
Total operating expenses | |
| 459,235 | | |
| 383,506 | | |
| 374,407 | | |
| 187,726 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| (459,235 | ) | |
| (383,506 | ) | |
| (374,407 | ) | |
| (187,726 | ) |
| |
| | | |
| | | |
| | | |
| | |
Non-operating income (expenses) | |
| | | |
| | | |
| | | |
| | |
Gain (loss) on note conversion | |
| 5,602 | | |
| (121,121 | ) | |
| (4,880 | ) | |
| - | |
Interest income | |
| 170,441 | | |
| 223,915 | | |
| 82,246 | | |
| 109,585 | |
Interest expense | |
| (220,280 | ) | |
| (230,318 | ) | |
| (109,176 | ) | |
| (109,742 | ) |
Other income (expenses), net | |
| 228,618 | | |
| (131,682 | ) | |
| 216,333 | | |
| (31,077 | ) |
| |
| | | |
| | | |
| | | |
| | |
Total non-operating income (expenses), net | |
| 184,381 | | |
| (259,206 | ) | |
| 184,523 | | |
| (31,234 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss before income tax | |
| (274,854 | ) | |
| (642,712 | ) | |
| (189,884 | ) | |
| (218,960 | ) |
Income tax expense | |
| 62,492 | | |
| 23,557 | | |
| 57,958 | | |
| 5,850 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
| (337,346 | ) | |
| (666,269 | ) | |
| (247,842 | ) | |
| (224,810 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other comprehensive items | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation loss | |
| (4,492,048 | ) | |
| (6,930,315 | ) | |
| (6,173,768 | ) | |
| (7,530,496 | ) |
| |
| | | |
| | | |
| | | |
| | |
Comprehensive loss | |
$ | (4,829,394 | ) | |
$ | (7,596,584 | ) | |
$ | (6,421,610 | ) | |
$ | (7,755,306 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares used for computing basic and diluted loss per share | |
| 7,643,072 | | |
| 7,301,194 | | |
| 7,803,991 | | |
| 7,277,194 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net loss per share | |
$ | (0.04 | ) | |
$ | (0.09 | ) | |
$ | (0.03 | ) | |
$ | (0.03 | ) |
The accompanying notes are an integral part of
these consolidated financial statements
SMART POWERR CORP
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY
SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(UNAUDITED)
| |
Common Stock | | |
Paid in | | |
Statutory | | |
Other
Comprehensive | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Reserves | | |
Loss | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance at December 31, 2022 | |
| 7,391,996 | | |
$ | 7,392 | | |
$ | 163,663,305 | | |
$ | 15,168,003 | | |
$ | (8,318,564 | ) | |
$ | (59,726,943 | ) | |
$ | 110,793,193 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (89,504 | ) | |
| (89,504 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Conversion of long-term notes into common shares | |
| 241,537 | | |
| 242 | | |
| 489,276 | | |
| - | | |
| - | | |
| - | | |
| 489,518 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Transfer to statutory reserves | |
| - | | |
| - | | |
| - | | |
| 2,590 | | |
| - | | |
| (2,590 | ) | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation gain | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,681,720 | | |
| - | | |
| 1,681,720 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at March 31, 2023 | |
| 7,633,533 | | |
| 7,634 | | |
| 164,152,581 | | |
| 15,170,593 | | |
| (6,636,844 | ) | |
| (59,819,037 | ) | |
| 112,874,927 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (247,842 | ) | |
| (247,842 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Conversion of long-term notes into common shares | |
| 154,473 | | |
| 154 | | |
| 254,727 | | |
| - | | |
| - | | |
| - | | |
| 254,881 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Transfer to statutory reserves | |
| - | | |
| - | | |
| - | | |
| 15,296 | | |
| - | | |
| (15,296 | ) | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (6,173,768 | ) | |
| - | | |
| (6,173,768 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at June 30, 2023 | |
| 7,788,006 | | |
$ | 7,788 | | |
$ | 164,407,308 | | |
$ | 15,185,889 | | |
$ | (12,810,612 | ) | |
$ | (60,082,175 | ) | |
$ | 106,708,198 | |
| |
Common Stock | | |
Paid in | | |
Statutory | | |
Other
Comprehensive
(Loss) | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Reserves | | |
/ Income | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance at December 31, 2021 | |
| 7,044,408 | | |
$ | 7,044 | | |
$ | 161,531,565 | | |
$ | 15,180,067 | | |
$ | 3,321,189.0 | | |
$ | (55,281,680 | ) | |
$ | 124,758,185 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (441,459 | ) | |
| (441,459 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Conversion of long-term notes into common shares | |
| 313,644 | | |
| 314 | | |
| 2,017,793 | | |
| - | | |
| - | | |
| - | | |
| 2,018,107 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Transfer to statutory reserves | |
| - | | |
| - | | |
| - | | |
| (22,277 | ) | |
| - | | |
| 22,277 | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation gain | |
| - | | |
| - | | |
| - | | |
| - | | |
| 600,181 | | |
| - | | |
| 600,181 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at March 31, 2022 | |
| 7,358,052 | | |
| 7,358 | | |
| 163,549,358 | | |
| 15,157,790 | | |
| 3,921,370 | | |
| (55,700,862 | ) | |
| 126,935,014 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (224,810 | ) | |
| (224,810 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Transfer to statutory reserves | |
| - | | |
| - | | |
| - | | |
| 4,443 | | |
| - | | |
| (4,443 | ) | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (7,530,496 | ) | |
| - | | |
| (7,530,496 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at June 30, 2022 | |
| 7,358,052 | | |
$ | 7,358 | | |
$ | 163,549,358 | | |
$ | 15,162,233 | | |
$ | (3,609,126 | ) | |
$ | (55,930,115 | ) | |
$ | 119,179,708 | |
The accompanying notes are an integral part of
these consolidated financial statements
SMART POWERR CORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
SIX MONTHS ENDED
JUNE 30, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
Net loss | |
$ | (337,346 | ) | |
$ | (666,269 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Amortization of OID and debt issuing costs of notes | |
| 31,250 | | |
| 131,855 | |
Operating lease expenses | |
| 31,637 | | |
| 33,812 | |
Loss (gain) on note conversion | |
| (5,602 | ) | |
| 121,121 | |
Changes in assets and liabilities: | |
| | | |
| | |
Advance to supplier | |
| (68,898,980 | ) | |
| - | |
Other receivables | |
| (4,290 | ) | |
| 1,689 | |
Taxes payable | |
| 46,034 | | |
| (27,748 | ) |
Payment of lease liability | |
| (31,637 | ) | |
| (33,812 | ) |
Accrued liabilities and other payables | |
| 126,642 | | |
| 271,753 | |
| |
| | | |
| | |
Net cash used in operating activities | |
| (69,042,292 | ) | |
| (167,599 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITY: | |
| | | |
| | |
Short term loan receivable | |
| (69,994,412 | ) | |
| - | |
| |
| | | |
| | |
Net cash used in investing activity | |
| (69,994,412 | ) | |
| - | |
| |
| | | |
| | |
| |
| | | |
| | |
EFFECT OF EXCHANGE RATE CHANGE ON CASH | |
| 679,186 | | |
| (7,598,080 | ) |
| |
| | | |
| | |
NET DECREASE IN CASH | |
| (138,357,518 | ) | |
| (7,765,679 | ) |
CASH, BEGINNING OF PERIOD | |
| 138,813,673 | | |
| 152,011,887 | |
| |
| | | |
| | |
CASH, END OF PERIOD | |
$ | 456,155 | | |
$ | 144,246,208 | |
| |
| | | |
| | |
Supplemental cash flow data: | |
| | | |
| | |
Income tax paid | |
$ | 37,279 | | |
$ | 51,356 | |
Interest paid | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Supplemental disclosure of non-cash financing activities | |
| | | |
| | |
Conversion of notes into common shares | |
$ | 750,000 | | |
$ | 1,896,986 | |
The accompanying notes are an integral part of
these consolidated financial statements
SMART POWERR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 2023 (UNAUDITED)
AND DECEMBER 31, 2022
1. ORGANIZATION AND DESCRIPTION
OF BUSINESS
Smart Powerr Corp. (the “Company”
or “SPC”) was incorporated in Nevada, and was formerly known as China Recycling Entergy Corporation. The Company, through
its subsidiaries, provides energy saving solutions and services, including selling and leasing energy saving systems and equipment to
customers, and project investment in the Peoples Republic of China (“PRC”).
The Company’s
organizational chart as of June 30, 2023 is as follows:
Erdos
TCH – Joint Venture
On April 14, 2009, the Company
formed a joint venture (the “JV”) with Erdos Metallurgy Co., Ltd. (“Erdos”) to recycle waste heat from Erdos’
metal refining plants to generate power and steam to be sold back to Erdos. The name of the JV was Inner Mongolia Erdos TCH Energy Saving
Development Co., Ltd. (“Erdos TCH”) with a term of 20 years. Erdos contributed 7% of the total investment of
the project, and Xi’an TCH Energy Technology Co., Ltd. (“Xi’an TCH”) contributed 93%. On June 15, 2013, Xi’an
TCH and Erdos entered into a share transfer agreement, pursuant to which Erdos sold its 7% ownership interest in the JV to Xi’an
TCH for $1.29 million (RMB 8 million), plus certain accumulated profits. Xi’an TCH paid the $1.29 million in
July 2013 and, as a result, became the sole stockholder of the JV. Erdos TCH currently has two power generation systems in Phase I with
a total 18 MW power capacity, and three power generation systems in Phase II with a total 27 MW power capacity. On April 28, 2016, Erdos
TCH and Erdos entered into a supplemental agreement, effective May 1, 2016, whereby Erdos TCH cancelled monthly minimum lease payments
from Erdos, and started to charge Erdos based on actual electricity sold at RMB 0.30 / KWH. The selling price of each KWH is
determined annually based on prevailing market conditions. In May 2019, Erdos TCH ceased operations due to renovations and furnace safety
upgrades of Erdos, and the Company initially expected the resumption of operations in July 2020, but the resumption of operations was
further delayed due to the government’s mandate for Erdos to significantly lower its energy consumption per unit of GDP by implementing
a comprehensive technical upgrade of its ferrosilicon production line to meet the City’s energy-saving targets. Erdos
is currently researching the technical rectification scheme. Once the scheme is determined, Erdos TCH will carry out technical transformation
for its waste heat power station project. During this period, Erdos will compensate Erdos TCH RMB 1 million ($145,524)
per month, until operations resume. The Company has not recognized any income due to the uncertainty of collection. In addition,
Erdos TCH has 30% ownership in DaTangShiDai (BinZhou) Energy Savings Technology Co., Ltd. (“BinZhou Energy Savings”), 30%
ownership in DaTangShiDai DaTong Recycling Energy Technology Co., Ltd. (“DaTong Recycling Energy”), and 40% ownership
in DaTang ShiDai TianYu XuZhou Recycling Energy Technology Co, Ltd. (“TianYu XuZhou Recycling Energy”). These companies were
incorporated in 2012 but had no operations since then nor has any registered capital contribution been made.
Chengli Waste Heat Power Generation
Projects
On July 19, 2013, Xi’an
TCH formed a new company, “Xi’an Zhonghong New Energy Technology Co., Ltd.” (“Zhonghong”), of which it owns 90%,
with HYREF owning the other 10%. Zhonghong provides energy saving solution and services, including constructing, selling and
leasing energy saving systems and equipment to customers. On December 29, 2018, Shanghai TCH entered into a Share Transfer Agreement with
HYREF, pursuant to which HYREF transferred its 10% ownership in Zhonghong to Shanghai TCH for RMB 3 million ($0.44 million).
The transfer was completed January 22, 2019. The Company owns 100% of Xi’an Zhonghong after the transaction.
On July 24, 2013, Zhonghong entered
into a Cooperative Agreement of CDQ and CDQ WHPG Project (Coke Dry Quenching Waste Heat Power Generation Project) with Boxing County Chengli
Gas Supply Co., Ltd. (“Chengli”). The parties entered into a supplement agreement on July 26, 2013. Pursuant to these agreements,
Zhonghong will design, build and maintain a 25 MW CDQ system and a CDQ WHPG system to supply power to Chengli, and Chengli will pay energy
saving fees (the “Chengli Project”).
On December 29, 2018, Xi’an
Zhonghong, Xi’an TCH, HYREF, Guohua Ku, and Mr. Chonggong Bai entered into a CDQ WHPG Station Fixed Assets Transfer Agreement, pursuant
to which Xi’an Zhonghong transferred Chengli CDQ WHPG station (‘the Station”) as the repayment for the loan of RMB 188,639,400 ($27.54 million)
to HYREF. Xi’an Zhonghong, Xi’an TCH, Guohua Ku and Chonggong Bai also agreed to a Buy Back Agreement for the Station when
certain conditions are met (see Note 10). The transfer of the Station was completed January 22, 2019, when the Company recorded a $624,133 loss
from this transfer. However, because the loan was not deemed repaid due to the buyback provision (See Note 10 for detail), the Company
kept the loan and the Chengli project in its consolidated financial statements (“CFS”) until April 9, 2021.
The Buy Back Agreement was terminated April 9, 2021, HYREF did not execute the buy-back option and did not ask for any additional
payment from the buyers other than keeping the CDQ WHPG station.
Formation of Zhongxun
On March 24, 2014, Xi’an
TCH incorporated a subsidiary, Zhongxun Energy Investment (Beijing) Co., Ltd. (“Zhongxun”) with registered capital of $5,695,502 (RMB 35,000,000),
which must be contributed before October 1, 2028. Zhongxun is 100% owned by Xi’an TCH and will be mainly engaged in project
investment, investment management, economic information consulting, and technical services. Zhongxun has not commenced operations nor
has any capital contribution been made as of the date of this report.
Formation
of Yinghua
On February 11, 2015, the Company
incorporated a subsidiary, Shanghai Yinghua Financial Leasing Co., Ltd. (“Yinghua”) with registered capital of $30,000,000,
to be paid within 10 years from the date the business license is issued. Yinghua is 100% owned by the Company and will
be mainly engaged in financial leasing, purchase of financial leasing assets, disposal and repair of financial leasing assets, consulting
and ensuring of financial leasing transactions, and related factoring business. Yinghua has not commenced operations nor has any capital
contribution been made as of the date of this report.
Other Events
In December 2019, a novel strain
of coronavirus (COVID-19) was reported, and the World Health Organization declared the outbreak to constitute a “Public Health Emergency
of International Concern.” This contagious disease outbreak, which continues to spread to additional countries, and disrupts supply
chains and affecting production and sales across a range of industries as a result of quarantines, facility closures, and travel and logistics
restrictions in connection with the outbreak. The COVID-19 outbreak impacted the Company’s operations for the first quarter of 2020.
However, as a result of PRC government’s effort on disease control, most cities in China were reopened in April 2020, the outbreak
in China is under the control. From April 2020 to the end of 2021, there were some new COVID-19 cases discovered in a few provinces of
China, however, the number of new cases are not significant due to PRC government’s strict control. In 2022, COVID-19 cases fluctuated
and increased in many cities of China including Xi’an Province where the Company is located; as a result of such increases, there
have been periodic short-term lockdowns and restrictions on travel in Xi’an Province and other areas of China, the Company’s
operations have been adversely impacted by the travel and work restrictions imposed on a temporary basis in China to limit the spread
of COVID-19. In January 2023, China dropped all COVID restrictions, and the Company actively resumed its business transformation task
to transform and expand into an energy storage integrated solution provider sector.
On July 27, 2021, the Company
filed a certificate of change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to increase
the total number of the Company’s authorized shares of common stock from 10,000,000 to 100,000,000, par value $0.001 per
share.
On March 3, 2022, the Company
filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Company’s Amended and Restated Certificate
of Incorporation to change our corporate name from China Recycling Energy Corporation to Smart Powerr Corp, effective March 3, 2022.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial
information as of and for the six and three months ended June 30, 2023 and 2022 was prepared in accordance with accounting principles
generally accepted in the U.S. (“US GAAP”) for interim financial information and with the instructions to Quarterly Report
on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting
only of normal recurring adjustments, unless otherwise indicated) considered necessary for a fair presentation of our financial position
at such date and the operating results and cash flows for such periods. Operating results for the six months ended June 30, 2023 are not
necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. The interim
consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, previously filed with the Securities Exchange
Commission (“SEC”) on May 8, 2023.
Principle of
Consolidation
The Consolidated Financial Statements (“CFS”)
include the accounts of SPC and its subsidiaries, Shanghai Yinghua Financial Leasing Co., Ltd. (“Yinghua”) and Sifang
Holdings; Sifang Holdings’ wholly owned subsidiaries, Huahong New Energy Technology Co., Ltd. (“Huahong”) and Shanghai
TCH Energy Tech Co., Ltd. (“Shanghai TCH”); Shanghai TCH’s wholly-owned subsidiary, Xi’an TCH Energy Tech Co.,
Ltd. (“Xi’an TCH”); and Xi’an TCH’s subsidiaries, 1) Erdos TCH Energy Saving Development Co., Ltd (“Erdos
TCH”), 100% owned by Xi’an TCH, 2) Zhonghong, 90% owned by Xi’an TCH and 10% owned by Shanghai TCH, and 3) Zhongxun,
100% owned by Xi’an TCH. Substantially all the Company’s revenues are derived from the operations of Shanghai TCH and its
subsidiaries, which represent substantially all the Company’s consolidated assets and liabilities as of June 30, 2023. However,
there was no revenue for the Company for the six and three months ended June 30, 2023 or 2022. All significant inter-company accounts
and transactions were eliminated in consolidation.
Uses and Sources of Liquidity
For the six months ended June
30, 2023 and 2022, the Company had a net loss of $337,346 and $666,269, respectively. For the three months ended June 30, 2023 and
2022, the Company had a net loss of $247,842 and $224,810, respectively. The Company had an accumulated deficit of $60.08 million
as of June 30, 2023. The Company disposed all of its systems and currently holds five power generating systems through Erdos TCH, the
five power generating systems are currently not producing any electricity. The Company is in the process of transforming and expanding
into an energy storage integrated solution provider business. The Company plans to pursue disciplined and targeted expansion strategies
for market areas the Company currently does not serve. The Company actively seeks and explores opportunities to apply energy storage technologies
to new industries or segments with high growth potential, including industrial and commercial complexes, large scale photovoltaic (PV)
and wind power stations, remote islands without electricity, and smart energy cities with multi-energy supplies. The Company’s
cash flow forecast indicates it will have sufficient cash to fund its operations for the next 12 months from the date of issuance of these
CFS.
Use of Estimates
In preparing these CFS in accordance
with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets
as well as revenues and expenses during the period reported. Actual results may differ from these estimates. On an on-going basis,
management evaluates its estimates, including those allowances for bad debt, impairment loss on fixed assets
and construction in progress, income taxes, and contingencies and litigation. Management bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other resources.
Revenue Recognition
A) Sales-type
Leasing and Related Revenue Recognition
The Company follows Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842. The Company’s sales
type lease contracts for revenue recognition fall under ASC 842. During the six and three months ended June 30, 2023 and 2022, the Company
did not sell any new power generating projects.
The Company constructs and leases
waste energy recycling power generating projects to its customers. The Company typically transfers legal ownership of the waste energy
recycling power generating projects to its customers at the end of the lease.
The Company finances construction
of waste energy recycling power generating projects. The sales and cost of sales are recognized at the inception of the lease, which is
when control is transferred to the lessee. The Company accounts for the transfer of control as a sales type lease in accordance with ASC
842-10-25-2. The underlying asset is derecognized, and revenue is recorded when collection of payments is probable. This is in accordance
with the revenue recognition principle in ASC 606 - Revenue from contracts with customers. The investment in sales-type leases consists
of the sum of the minimum lease payments receivable less unearned interest income and estimated executory cost. Minimum lease payments
are part of the lease agreement between the Company (as the lessor) and the customer (as the lessee). The discount rate implicit in the
lease is used to calculate the present value of minimum lease payments. The minimum lease payments consist of the gross lease payments
net of executory costs and contingent rentals, if any. Unearned interest is amortized to income over the lease term to produce a constant
periodic rate of return on net investment in the lease. While revenue is recognized at the inception of the lease, the cash flow from
the sales-type lease occurs over the course of the lease, which results in interest income and reduction of receivables. Revenue is recognized
net of value-added tax.
B) Contingent
Rental Income
The Company records income from
actual electricity generated of each project in the period the income is earned, which is when the electricity is generated. Contingent
rent is not part of minimum lease payments.
Operating Leases
The Company determines if an
arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the
remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease
is not readily determinable for an operating lease, the Company generally uses an incremental borrowing rate based on information available
at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”)
assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent
the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount
of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term.
ROU assets are reviewed for impairment
when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC
360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.
ROU assets are tested for impairment
individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other
assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest
level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company
recognized no impairment of ROU assets as of June 30, 2023 or December 31, 2022.
Operating leases are included
in operating lease ROU and operating lease liabilities (current and non-current), on the consolidated balance sheets.
Cash
Cash includes cash on hand, demand
deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months
or less as of the purchase date.
Accounts Receivable
The Company’s policy is
to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer
payment patterns to evaluate the adequacy of these reserves. As of June 30, 2023 and December 31, 2022, the Company had no accounts
receivable.
Advance to suppliers
Advance to suppliers consist of balances paid to suppliers for materials
that have not been received. The Company reviews its advances to suppliers on a periodic basis and makes general and specific allowances
when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance.
Short term loan receivables
The Company provided loans to certain third parties for the purpose of
making use of its cash.
The Company monitors all loans receivable for delinquency and provides
for estimated losses for specific receivables that are not likely to be collected. Management periodically assesses the collectability
of these loans receivable. Delinquent account balances are written-off against the allowance for doubtful accounts after management has
determined that the likelihood of collection is not probable. As of June 30, 2023 and 2022, the Company did not accrue allowance against
short term loan receivables.
Concentration of Credit Risk
Cash includes cash on hand and
demand deposits in accounts maintained within China. Balances at financial institutions and state-owned banks within the PRC
are covered by insurance up to RMB 500,000 ($71,792) per bank. Any balance over RMB 500,000 ($71,792) per bank in
PRC is not covered. The Company has not experienced any losses in such accounts.
Certain other financial instruments,
which subject the Company to concentration of credit risk, consist of accounts and other receivables. The Company does not require collateral
or other security to support these receivables. The Company conducts periodic reviews of its customers’ financial condition and
customer payment practices to minimize collection risk on accounts receivable.
The operations of the Company
are in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political,
economic and legal environments in the PRC.
Property and Equipment
Property and equipment are stated
at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and betterments
are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed
from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using
the straight-line method over the estimated lives as follows:
Vehicles |
|
2 - 5 years |
Office and Other Equipment |
|
2 - 5 years |
Software |
|
2 - 3 years |
Impairment
of Long-lived Assets
In accordance with FASB ASC Topic
360, “Property, Plant, and Equipment,” the Company reviews its long-lived assets, including property and equipment,
for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable.
If the total expected undiscounted future net cash flows are less than the carrying amount of the asset, a loss is recognized for the
difference between the fair value (“FV”) and carrying amount of the asset. The Company did not record any impairment for the
six and three months ended June 30, 2023 and 2022.
Account and other payables
Accounts and other payables represent liabilities for goods and services
provided to the Company prior to the end of the financial year which are unpaid. They are classified as current liabilities if payment
is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current
liabilities.
Accounts and other payables are initially recognized as fair value, and
subsequently carried at amortized cost using the effective interest method.
Borrowings
Borrowings are presented as current liabilities unless the Company has
an unconditional right to defer settlement for at least 12 months after the financial year end date, in which case they are presented
as non-current liabilities.
Borrowings are initially recognized at fair value (net of transaction costs)
and subsequently carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption value is
recognized in profit or loss over the period of the borrowings using an effective interest method.
Borrowing costs are recognized in profit or loss using the effective interest
method.
Cost of Sales
Cost of sales consists primarily
of the direct material of the power generating system and expenses incurred directly for project construction for sales-type leasing and
sales tax and additions for contingent rental income.
Income Taxes
Income taxes are accounted for
using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences in future years
of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted
tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company follows FASB ASC
Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification
of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting
for income taxes in interim periods, and income tax disclosures.
Under FASB ASC Topic 740, when
tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others
are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The
benefit of a tax position is recognized in the CFS in the period during which, based on all available evidence, management believes it
is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes,
if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition
threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the
applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described
above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest
and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is
classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of income. At
June 30, 2023 and December 31, 2022, the Company did not take any uncertain positions that would necessitate recording a tax related liability.
Statement of Cash Flows
In accordance with FASB ASC Topic
230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon
the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily
agree with changes in the corresponding balances on the balance sheet.
Fair Value of Financial Instruments
For certain of the Company’s
financial instruments, including cash and equivalents, restricted cash, accounts receivable, other receivables, accounts payable, accrued
liabilities and short-term debts, the carrying amounts approximate their FVs due to their short maturities. Receivables on sales-type
leases are based on interest rates implicit in the lease.
FASB ASC Topic 820, “Fair
Value Measurements and Disclosures,” requires disclosure of the FV of financial instruments held by the Company. FASB ASC
Topic 825, “Financial Instruments,” defines FV, and establishes a three-level valuation hierarchy for disclosures
of FV measurement that enhances disclosure requirements for FV measures. The carrying amounts reported in the consolidated balance sheets
for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their FV because of the
short period of time between the origination of such instruments and their expected realization and their current market rate of interest.
The three levels of valuation hierarchy are defined as follows:
|
● |
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
● |
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
|
● |
Level 3 inputs to the valuation methodology are unobservable and significant to FV measurement. |
The
Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC 480, “Distinguishing
Liabilities from Equity,” and ASC 815, “Derivatives and Hedging.”
As of June 30, 2023 and December
31, 2022, the Company did not have any long-term debt; and the Company did not identify any assets or liabilities that are required to
be presented on the balance sheet at FV.
Stock-Based Compensation
The Company accounts for share-based
compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires
that share-based payment transactions with employees be measured based on the grant-date FV of the equity instrument issued and recognized
as compensation expense over the requisite service period.
The Company accounts for share-based
compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, “Equity-Based Payments
to Non-employees”. Share-based compensation associated with the issuance of equity instruments to non-employees is measured at the
FV of the equity instrument issued or committed to be issued, as this is more reliable than the FV of the services received. The FV is
measured at the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance
is complete.
The Company follows ASU 2018-07,
“Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which expands
the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. An entity should
apply the requirements of ASC 718 to non-employee awards except for specific guidance on inputs to an option pricing model and the attribution
of cost. ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed
in a grantor’s own operations by issuing share-based payment awards.
Basic and Diluted Earnings
per Share
The Company presents net income
(loss) per share (“EPS”) in accordance with FASB ASC Topic 260, “Earning Per Share.” Accordingly,
basic income (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of
shares outstanding, without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income by the weighted-average
number of common shares outstanding as well as common share equivalents outstanding for the period determined using the treasury-stock
method for stock options and warrants and the if-converted method for convertible notes. The Company made an accounting policy election
to use the if-converted method for convertible securities that are eligible to receive common stock dividends, if declared. Diluted EPS
reflect the potential dilution that could occur based on the exercise of stock options or warrants or conversion of convertible securities
using the if-converted method.
For the six months ended June
30, 2023 and 2022, the basic and diluted income (loss) per share were the same due to the anti-dilutive features of the warrants and options.
For the three months ended June 30, 2023 and 2022, the basic and diluted income (loss) per share were the same due to the anti-dilutive
features of the warrants and options. For the six months ended June 30, 2023 and 2022, 30,911 shares purchasable under warrants
and options were excluded from the EPS calculation as these were not dilutive due to the exercise price was more than the stock market
price. For the three months ended June 30, 2023 and 2022, 30,911 shares purchasable under warrants and options were excluded from the
EPS calculation as these were not dilutive due to the exercise price was more than the stock market price.
Foreign Currency Translation
and Comprehensive Income (Loss)
The Company’s functional
currency is the Renminbi (“RMB”). For financial reporting purposes, RMB were translated into U.S. Dollars (“USD”
or “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet
date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Translation adjustments
arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated
other comprehensive income.” Gains and losses resulting from foreign currency transactions are included in income.
The Company follows FASB ASC
Topic 220, “Comprehensive Income.” Comprehensive income is comprised of net income and all changes to the
statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions
to stockholders.
Segment Reporting
FASB ASC Topic 280, “Segment
Reporting,” requires use of the “management approach” model for segment reporting. The management approach
model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing
performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner
in which management disaggregates a company. FASB ASC Topic 280 has no effect on the Company’s CFS as substantially all of the Company’s
operations are conducted in one industry segment. All of the Company’s assets are located in the PRC.
New Accounting Pronouncements
In June 2016, the FASB issued
ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires
entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current
conditions, and reasonable and supportable forecasts. ASU 2016-13 replaces the probable, incurred loss model and is applicable to the
measurement of credit losses on financial assets measured at amortized cost basis. An entity should apply ASU 2016-13 on a modified-retrospective
transition approach that would require a cumulative-effect adjustment to the opening retained earnings in the balance sheets as of the
date of adoption. In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings
and Vintage Disclosures, which eliminates the accounting guidance for trouble debt restructurings by creditors and enhances the disclosure
requirements for modifications of loans to borrowers experiencing financial difficulty. Additionally, ASU 2022-02 requires disclosure
of gross write-offs by year of origination for receivables within the scope of Subtopic 326-20, Financial Instruments - Credit Losses
- Measured at Amortized Cost, which should be applied prospectively. Both ASU 2016-13 and ASU 2022-02 are effective for smaller reporting
companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted
ASU 2016-13 and ASU 2022-02 on January 1, 2023. The adoption of ASU 2016-13 and ASU 2022-02 did not have any impact on the Company’s
CFS.
In January 2017, the FASB issued
ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires
a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value
exceeds its FV, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis. As a smaller reporting
company, the standard was effective for the Company for interim and annual reporting periods beginning after December 15, 2022, with early
adoption permitted. The Company adopted ASU 2017-04 for its interim and annual goodwill impairment tests on January 1, 2023. The adoption
of ASU 2017-04 did not have any impact on the Company’s CFS.
Other recent accounting pronouncements
issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did
not or are not believed by management to have a material impact on the Company’s present or future CFS.
3. OTHER
RECEIVABLES
As of June 30, 2023, other
receivables mainly consisted of (i) advance to third parties of $6,920, bearing no interest, payable upon demand, and ii) others of $46,952.
As of December 31, 2022, other
receivables mainly consisted of (i) advance to third parties of $7,179, bearing no interest, payable upon demand, ii) advance to suppliers
of $2,583 and (iii) others of $19,579.
4. SHORT-TERM LOAN RECEIVABLE
As of March 31, 2023, the Company
had $140,576,568 (RMB 966.0 million) short term loan to Jinan Youkai Engineering Consulting Co., Ltd (“Youkai”),
an unrelated party of the Company. The short-term loan was for five days with a capital utilization fee of $43,657 (RMB 300,000)
per day for total of $218,287 (RMB 1.5 million). To ensure the safety of the funds, before money was transferred to Youkai,
Youkai handed over the official seal, financial seal and bank account UK to the Company for custody and management until repayment of
the loan. The Company received the repayment of $140.6 million in full plus capital utilization fee on April 3, 2023.
As of June 30, 2023, the Company
had $67,120,596 (RMB 485.0 million) short term loan to Jinan Youkai Engineering Consulting Co., Ltd (“Youkai”),
an unrelated party of the Company. The short-term loan was for five days with a capital utilization fee of $13,839 (RMB 100,000)
per day for total of $69,196 (RMB 500,000). To ensure the safety of the funds, before money was transferred to Youkai, Youkai
handed over the official seal, financial seal and bank account UK to the Company for custody and management until repayment of the loan.
The Company received the repayment of $67.2 million in full plus capital utilization fee on July 3, 2023.
5. ADVANCE TO SUPPLIERS
On June 19, 2023, the Company
entered a purchase agreement with Hubei Bangyu New Energy Technology Co., Ltd. (“Bangyu”). The total contract amount was $82.3
million (RMB 595.0 million) for purchasing the energy storage battery systems. As of June 30, 2023, the Company made a prepayment to Bangyu
of $65.9 million (RMB 476.0 million). The Company is in the process of transforming and expanding into energy storage integrated solution
provider business. The Company actively seeks and explores opportunities to apply energy storage technologies to new industries or segments
with high growth potential, including industrial and commercial complexes, large scale photovoltaic (PV) and wind power stations, remote
islands without electricity, and smart energy cities with multi-energy supplies.
On August 2, 2021, the Company
entered a Research and Development (“R&D”) Cooperation Agreement with a software development company to design, establish,
upgrade and maintenance of Smart Energy Management Cloud Platform for energy storage and remote-site monitoring; upon completion, the
Company will provide such platform to its customers at a fee. Total contracted R&D cost is $1,000,000, as of December 31, 2022, the
Company paid $200,000 as R&D expense, and was committed to pay remaining $800,000 after trial operation. During the year
ended December 31, 2022, the Company expensed $200,000 in R&D.
On August 23, 2021, the
Company entered a Market Research and Project Development Service Agreement with a consulting company in Xi’an for a service period
of 12 months. The consulting company will perform market research for new energy industry including photovoltaic and energy storage, develop
potential new customers and due diligence check, assisting the Company for business cooperation negotiation and relevant agreements preparation.
Total contract amount is $1,150,000, and the Company paid $650,000 at commencement of the service and recorded as R&D expense
during the year ended December 31, 2022; the Company prepaid $200,000 during the quarter ended June 30, 2023, and will pay the remaining
of $300,000 upon completion all the services.
6. ASSET SUBJECT TO BUYBACK
The Chengli project finished
construction, and was transferred to the Company’s fixed assets at a cost of $35.24 million (without impairment loss) and was
ready to be put into operation as of December 31, 2018. On January 22, 2019, Xi’an Zhonghong completed the transfer of
Chengli CDQ WHPG project as partial repayment for the loan and accrued interest of RMB 188,639,400 ($27.54 million) to HYREF (see Note
10).
On April 9, 2021, Xi’an
TCH, Xi’an Zhonghong, Guohua Ku, Chonggong Bai and HYREF entered a Termination of Fulfillment Agreement (termination agreement).
Under the termination agreement, the original buyback agreement entered on December 19, 2019 was terminated upon signing of the termination
agreement. HYREF will not execute the buy-back option and will not ask for any additional payment from the buyers other than keeping the
CDQ WHPG station. As a result of the termination of the buy-back agreement, the Company recorded a gain of approximately $3.1 million
from transferring the CDP WHPG station to HYREF as partial repayment of the entrusted loan, which is the difference between the carrying
value of the assets and loan and interest payable on the loan.
7. ACCRUED LIABILITIES AND
OTHER PAYABLES
Accrued liabilities and other
payables consisted of the following as of June 30, 2023 and December 31, 2022:
| |
2023 | | |
2022 | |
Education and union fund and social insurance payable | |
$ | 244,255 | | |
$ | 270,116 | |
Accrued payroll and welfare | |
| 232,193 | | |
| 251,021 | |
Accrued litigation | |
| 2,082,022 | | |
| 2,203,149 | |
Other | |
| 29,505 | | |
| 52,128 | |
Total | |
$ | 2,587,975 | | |
$ | 2,776,414 | |
Accrued
litigation was mainly for court enforcement fee, fee to lawyer, penalty and other fees (see Note 16).
8. TAXES
PAYABLE
Taxes payable
consisted of the following as of June 30, 2023 and December 31, 2022:
| |
2023 | | |
2022 | |
Income tax | |
$ | 7,682,757 | | |
$ | 7,639,832 | |
Other | |
| 180 | | |
| 145 | |
Total | |
| 7,682,937 | | |
| 7,639,977 | |
Current | |
| 3,724,312 | | |
| 3,681,352 | |
Noncurrent | |
$ | 3,958,625 | | |
$ | 3,958,625 | |
As of
June 30, 2023, income tax payable included $7.61 million from recording the estimated one-time transition tax on post-1986
foreign unremitted earnings under the Tax Cut and Jobs Act signed on December 22, 2017 ($3.65 million included in current tax
payable and $3.96 million noncurrent). An election was available for the U.S. shareholders of a foreign company to pay the
tax liability in installments over a period of eight years (until year 2026) with 8% of net tax liability in each of the first five
years, 15% in the sixth year, 20% in the seventh year, and 25% in the eighth year. The Company made such an
election.
9. DEFERRED TAX, NET
Deferred tax assets resulted
from asset impairment loss which was temporarily non-tax deductible for tax purposes but expensed in accordance with US GAAP; interest
income in sales-type leases which was recognized as income for tax purposes but not for book purpose as it did not meet revenue recognition
in accordance with US GAAP; accrued employee social insurance that can be deducted for tax purposes in the future, and the difference
between tax and accounting basis of cost of fixed assets which was capitalized for tax purposes and expensed as part of cost of systems
in accordance with US GAAP. Deferred tax liability arose from the difference between tax and accounting basis of net investment in sales-type
leases.
As of June
30, 2023 and December 31, 2022, deferred tax assets consisted of the following:
| |
2023 | | |
2022 | |
Accrued expenses | |
$ | 52,614 | | |
$ | 57,611 | |
Write-off Erdos TCH net investment in sales-type leases * | |
| 4,271,168 | | |
| 4,579,725 | |
Impairment loss of Xi’an TCH’s investment into the HYREF fund | |
| 2,594,868 | | |
| 2,692,186 | |
US NOL | |
| 889,941 | | |
| 730,855 | |
PRC NOL | |
| 9,257,662 | | |
| 9,118,123 | |
Total deferred tax assets | |
| 17,066,253 | | |
| 17,178,500 | |
Less: valuation allowance for deferred tax assets | |
| (17,066,253 | ) | |
| (17,178,500 | ) |
Deferred tax assets, net | |
$ | - | | |
$ | - | |
10. LOAN
PAYABLE
Entrusted Loan Payable
(HYREF Loan)
The HYREF Fund was established
in July 2013 with a total fund of RMB 460 million ($77 million) invested in Xi’an Zhonghong for Zhonghong’s
three new CDQ WHPG projects. The HYREF Fund invested RMB 3 million ($0.5 million) as an equity investment and RMB 457 million
($74.5 million) as a debt investment in Xi’an Zhonghong; in return for such investments, the HYREF Fund was to receive interest
from Zhonghong for the HYREF Fund’s debt investment. The loan was collateralized by the accounts receivable and the fixed assets
of Shenqiu Phase I and II power generation systems; the accounts receivable and fixed assets of Zhonghong’s three CDQ WHPG systems;
and a 27 million RMB ($4.39 million) capital contribution made by Xi’an TCH in Zhonghong. Repayment of the loan (principal
and interest) was also jointly and severally guaranteed by Xi’an TCH and the Chairman and CEO of the Company. In the fourth quarter
of 2015, three power stations of Erdos TCH were pledged to Industrial Bank as an additional guarantee for the loan to Zhonghong’s
three CDQ WHPG systems. In 2016, two additional power stations of Erdos TCH and Pucheng Phase I and II systems were pledged to Industrial
Bank as an additional guarantee along with Xi’an TCH’s equity in Zhonghong.
The term of this loan was for
60 months from July 31, 2013 to July 30, 2018, with interest of 12.5%. The Company paid RMB 50 million ($7.54 million) of the
RMB 280 million ($42.22 million), and on August 5, 2016, the Company entered into a supplemental agreement with the lender to extend the
due date of the remaining RMB 230 million ($34.68 million) of the original RMB 280 million ($45.54 million) to August 6, 2017. During
the year ended December 31, 2017, the Company negotiated with the lender again to further extend the remaining loan balance of RMB 230
million ($34.68 million), RMB 100 million ($16.27 million), and RMB 77 million ($12.08 million) The lender had tentatively agreed to extend
the remaining loan balance until August 2019 with interest of 9%, subject to the final approval from its headquarters. The headquarters
did not approve the extension proposal with interest of 9%; however, on December 29, 2018, the Company and the lender agreed to an alternative
repayment proposal as described below.
Repayment of HYREF loan
1. Transfer of Chengli project
as partial repayment
On December 29, 2018, Xi’an
Zhonghong, Xi’an TCH, HYREF, Guohua Ku, and Chonggong Bai entered into a CDQ WHPG Station Fixed Assets Transfer Agreement, pursuant
to which Xi’an Zhonghong transferred Chengli CDQ WHPG station as the repayment for the loan of RMB 188,639,400 ($27.54 million)
to HYREF, the transfer of which was completed on January 22, 2019.
Xi’an TCH is a secondary
limited partner of HYREF. The FV of the CDQ WHPG station applied in the transfer was determined by the parties based upon the appraisal
report issued by Zhonglian Assets Appraisal Group (Shaanxi) Co., Ltd. as of August 15, 2018. However, per the discussion below, Xi’an
Zhonghong, Xi’an TCH, Guohua Ku and Chonggong Bai (the “Buyers”) entered into a Buy Back Agreement, also agreed to buy
back the Station when conditions under the Buy Back Agreement are met. Due to the Buy Back agreement, the loan was not deemed repaid,
and therefore the Company recognized Chengli project as assets subject to buyback and kept the loan payable remained recognized under
ASC 405-20-40-1 as of December 31, 2020. The Buy Back agreement was terminated in April 2021 (see 2 below for detail).
2. Buy
Back Agreement
On December 29, 2018, Xi’an
TCH, Xi’an Zhonghong, HYREF, Guohua Ku, Chonggong Bai and Xi’an Hanneng Enterprises Management Consulting Co. Ltd. (“Xi’an
Hanneng”) entered into a Buy Back Agreement.
Pursuant to the Buy Back Agreement,
the Buyers jointly and severally agreed to buy back all outstanding capital equity of Xi’an Hanneng which was transferred to HYREF
by Chonggong Bai (see 3 below), and a CDQ WHPG station in Boxing County which was transferred to HYREF by Xi’an Zhonghong. The buy-back
price for the Xi’an Hanneng’s equity was based on the higher of (i) the market price of the equity shares at the time of buy-back;
or (ii) the original transfer price of the equity shares plus bank interest. The buy-back price for the Station was based on the higher
of (i) the FV of the Station on the date transferred; or (ii) the loan balance at the date of the transfer plus interest accrued through
that date. HYREF could request that the Buyers buy back the equity shares of Xi’an Hanneng and/or the CDQ WHPG station if one of
the following conditions is met: (i) HYREF holds the equity shares of Xi’an Hanneng until December 31, 2021; (ii) Xi’an Huaxin
New Energy Co., Ltd., is delisted from The National Equities Exchange And Quotations Co., Ltd., a Chinese over-the-counter trading system
(the “NEEQ”); (iii) Xi’an Huaxin New Energy, or any of the Buyers or its affiliates has a credit problem, including
not being able to issue an auditor report or standard auditor report or any control person or executive of the Buyers is involved in crimes
and is under prosecution or has other material credit problems, to HYREF’s reasonable belief; (iv) if Xi’an Zhonghong fails
to timely make repayment on principal or interest of the loan agreement, its supplemental agreement or extension agreement; (v) the Buyers
or any party to the Debt Repayment Agreement materially breaches the Debt Repayment Agreement or its related transaction documents, including
but not limited to the Share Transfer Agreement, the Pledged Assets Transfer Agreement, the Entrusted Loan Agreement and their guarantee
agreements and supplemental agreements. Due to halted trading of Huaxin stock by NEEQ for not filing its 2018 annual report, on December
19, 2019, Xi’an TCH, Xi’an Zhonghong, Guohua Ku and Chonggong Bai jointly and severally agreed to buy back all outstanding
capital equity of Xi’an Hanneng which was transferred to HYREF by Chonggong Bai earlier. The total buy back price was RMB 261,727,506 ($37.52 million)
including accrued interest of RMB 14,661,506 ($2.10 million), and was paid in full by Xi’an TCH on December 20, 2019.
On April 9, 2021, Xi’an
TCH, Xi’an Zhonghong, Guohua Ku, Chonggong Bai and HYREF entered a Termination of Fulfillment Agreement (termination agreement).
Under the termination agreement, the original buyback agreement entered on December 19, 2019 was terminated upon signing of the termination
agreement. HYREF will not execute the buy-back option and will not ask for any additional payment from the buyers other than keeping the
CDQ WHPG station. The Company recorded a gain of approximately $3.1 million from transferring the CDP WHPG station to HYREF as partial
repayment of the entrusted loan resulting from the termination of the buy-back agreement.
3. Transfer of Xuzhou Huayu Project
and Shenqiu Phase I & II project to Mr. Bai for partial repayment of HYREF loan
On January 4, 2019, Xi’an
Zhonghong, Xi’an TCH, and Mr. Chonggong Bai entered into a Projects Transfer Agreement, pursuant to which Xi’an Zhonghong
transferred a CDQ WHPG station (under construction) located in Xuzhou City for Xuzhou Huayu Coking Co., Ltd. (“Xuzhou Huayu Project”)
to Mr. Bai for RMB 120,000,000 ($17.52 million) and Xi’an TCH transferred two Biomass Power Generation Projects in
Shenqiu (“Shenqiu Phase I and II Projects”) to Mr. Bai for RMB 127,066,000 ($18.55 million). Mr. Bai agreed
to transfer all the equity shares of his wholly owned company, Xi’an Hanneng, to HYREF as repayment for the RMB 247,066,000 ($36.07 million)
loan made by Xi’an Zhonghong to HYREF as consideration for the transfer of the Xuzhou Huayu Project and Shenqiu Phase I and II Projects.
On February 15, 2019, Xi’an
Zhonghong completed the transfer of the Xuzhou Huayu Project and Xi’an TCH completed the transfer of Shenqiu Phase I and II Projects
to Mr. Bai, and on January 10, 2019, Mr. Bai transferred all the equity shares of his wholly owned company, Xi’an Hanneng, to HYREF
as repayment of Xi’an Zhonghong’s loan to HYREF as consideration for the transfer of the Xuzhou Huayu Project and Shenqiu
Phase I and II Projects.
Xi’an Hanneng is a
holding company and was supposed to own 47,150,000 shares of Xi’an Huaxin New Energy Co., Ltd.
(“Huaxin”), so that HYREF will indirectly receive and own such shares of Xi’an Huaxin as the repayment for the
loan of Zhonghong. Xi’an Hanneng already owned 29,948,000 shares of Huaxin; however, Xi’an Hanneng was not able to
obtain the remaining 17,202,000 shares due to halted trading of Huaxin stock by NEEQ for not filing its 2018 annual
report.
On December 19, 2019, Xi’an
TCH, Xi’an Zhonghong, Guohua Ku and Chonggong Bai jointly and severally agreed to buy back all outstanding capital equity of Xi’an
Hanneng which was transferred to HYREF by Chonggong Bai earlier. The total buy back price was RMB 261,727,506 ($37.52 million)
including accrued interest of RMB 14,661,506 ($2.10 million), and was paid in full by Xi’an TCH on December 20, 2019. On
December 20, 2019, Mr. Bai, Xi’an TCH and Xi’an Zhonghong agreed to have Mr. Bai repay the Company in cash for the transfer
price of Xuzhou Huayu and Shenqiu in five installment payments. The 1st payment of RMB 50 million ($7.17 million)
was due January 5, 2020, the 2nd payment of RMB 50 million ($7.17 million) was due February 5, 2020, the
3rd payment of RMB 50 million ($7.17 million) was due April 5, 2020, the 4th payment of
RMB 50 million ($7.17 million) was due on June 30, 2020, and the final payment of RMB 47,066,000 ($6.75 million)
was due September 30, 2020. As of December 31, 2020, the Company received the full payment of RMB 247 million ($36.28 million)
from Mr. Bai.
4. The lender agreed to extend
the repayment of RMB 77.00 million ($12.13 million) to July 8, 2023. However, per court’s judgement on June 28, 2021,
the Company should repay principal $12.13 million and accrued interest of $0.38 million within 10 days from the judgment date.
The Company has not paid it yet as of this report date.
Xi’an TCH had investment
RMB 75.00 million ($11.63 million) into the HYREF fund as a secondary limited partner, and the Company recorded an impairment
loss of $11.63 million for such investment during the year ended December 31, 2021 due to uncertainty of the collection of the investment.
This was impaired as Hongyuan does not have the ability to pay back (see Note 16 – Litigation).
11. NOTE PAYABLE, NET
Promissory Notes in December
2020
On December 4, 2020, the Company
entered into a Note Purchase Agreement with an institutional investor, pursuant to which the Company issued the Purchaser a Promissory
Note of $3,150,000. The Purchaser purchased the Note with an original issue discount (“OID”) of $150,000, which was recognized
as debt discount is amortized using the interest method over the life of the note. The Note bears interest at 8% and has a term of 24
months. All outstanding principal and accrued interest on the Note was due and payable December 3, 2022. The Company’s obligations
under the Note may be prepaid at any time, provided that in such circumstance the Company would pay 125% of any amounts outstanding
under the Note and being prepaid. Beginning on the date that is six months from the issue date of the Note, Purchaser shall have
the right to redeem any amount of this Note up to $500,000 per calendar month by providing written notice to the Company. Upon
receipt of the redemption notice from the lender, the Company shall pay the applicable redemption amount in cash to lender within three
trading days of receipt of such redemption notice; if the Company fails to pay, then the outstanding balance will automatically be increased
by 25%. During the year ended December 31, 2022, the Company amortized OID of $69,355 and recorded $835 interest expense
on this Note.
During
the year ended December 31, 2021, the Company entered into several Exchange Agreements with the lender, pursuant to the Agreements,
the Company and Lender partitioned new Promissory Notes of $3,850,000 from the original Promissory Note, including adjustment
of $818,914 to increase the principal of the notes during the second quarter of 2021 as a result of the Company’s failure
to pay the redemption amount in cash to lender within three trading days from receipt of the redemption notice, the Company recorded
$818,914 principal adjustment as interest expense. The Company and Lender exchanged these Partitioned Notes for the
delivery of 576,108 shares of the Company’s common stock. The Company recorded $151,275 loss on conversion
of these notes in 2021. On January 10, 2022, the Company and Lender exchanged a Partitioned Notes of $346,986 for the
delivery of 58,258 shares of the Company’s common stock. The Company recorded $26,193 loss on conversion of
this note in 2022. This Promissory Notes was paid in full on January 10, 2022.
Promissory Notes in April
2021
On April 2, 2021, the Company
entered into a Note Purchase Agreement with an institutional investor, pursuant to which the Company issued to the Purchaser a Promissory
Note of $5,250,000. The Purchaser purchased the Note with an OID of $250,000, which was recognized as a debt discount is amortized using
the interest method over the life of the note. The Note bears interest at 8% and has a term of 24 months. All outstanding principal
and accrued interest on the Note was due and payable on April 1, 2023. However, as of this report date, the Company did not repay the
loan, and no any further action from the lender. The Company’s obligations under the Note may be prepaid at any time, provided that in such circumstance the Company would
pay 125% of any amounts outstanding under the Note and being prepaid. Beginning on the date that is six months from the issue date
of the Note, Purchaser shall have the right to redeem any amount of this Note up to $825,000 per calendar month by providing
written notice to the Company. Upon receipt of the redemption notice from the lender, the Company shall pay the applicable redemption
amount in cash to lender within three trading days of receipt of such redemption notice; if the Company fails to pay, then the outstanding
balance will automatically be increased by 25%. On October 28, 2021, the lender made an adjustment of $1,370,897 to increase
the outstanding principal of the notes as a result of the Company’s failure to pay the redemption amount in cash to lender on time,
the Company recorded $1,370,897 principal adjustment as interest expense in 2021. The lender made an adjustment of $229,015 to
increase the outstanding principal of the notes based on a forbearance agreement entered on September 14, 2022 resulting from the Company’s
default event of being delinquent on SEC filings, the Company recorded the $229,015 principal adjustment as interest expense. During
the six months ended June 30, 2023, the Company amortized OID of $31,250 and recorded $220,082 interest expense on this Note;
and the Company and Lender exchanged these Partitioned Notes of $750,000 for the delivery of 396,010 shares of the Company’s
common stock. During the three months ended June 30, 2023, the Company recorded $109,018 interest expense on this Note; and the Company
and Lender exchanged these Partitioned Notes of $250,000 for the delivery of 154,473 shares of the Company’s common stock. The Company
recorded $5,602 gain on conversion of these notes in 2022. As of June 30, 2023, the outstanding principal balance of this note
was $5,400,906 with accrued interest of $59,188. The Note was classified as a current liability in accordance with ASC 470-10-45
Other Presentation Matters – General Due on Demand Loan Arrangements.
12. STOCKHOLDERS’
EQUITY
Warrants
Following
is a summary of the activities of warrants that were issued from equity financing for the six months ended June 30, 2023:
| |
Number of Warrants | | |
Average Exercise Price | | |
Weighted Average Remaining Contractual Term in Years | |
Outstanding at January 1, 2023 | |
| 30,411 | | |
$ | 14.0 | | |
| 1.21 | |
Exercisable at January 1, 2023 | |
| 30,411 | | |
$ | 14.0 | | |
| 1.21 | |
Granted | |
| - | | |
| - | | |
| - | |
Exchanged | |
| - | | |
| - | | |
| - | |
Forfeited | |
| - | | |
| - | | |
| - | |
Expired | |
| - | | |
| - | | |
| - | |
Outstanding at June 30, 2023 | |
| 30,411 | | |
$ | 14.0 | | |
| 0.71 | |
Exercisable at June 30, 2023 | |
| 30,411 | | |
$ | 14.0 | | |
| 0.71 | |
13. STOCK-BASED COMPENSATION
PLAN
Options to Employees and
Directors
On June 19, 2015, the stockholders
of the Company approved the China Recycling Energy Corporation Omnibus Equity Plan (the “Plan”) at its annual meeting. The
total shares of Common Stock authorized for issuance during the term of the Plan is 124,626. The Plan was effective immediately upon
its adoption by the Board of Directors on April 24, 2015, subject to stockholder approval, and will terminate on the earliest to occur
of (i) the 10th anniversary of the Plan’s effective date, or (ii) the date on which all shares available for issuance under the
Plan shall have been issued as fully-vested shares. The stockholders approved the Plan at their annual meeting on June 19, 2015.
The following table summarizes
option activity with respect to employees and independent directors for the six months ended June 30, 2023:
| |
Number of Shares | | |
Average Exercise Price per Share | | |
Weighted Average Remaining Contractual Term in Years | |
Outstanding at January 1, 2023 | |
| 500 | | |
$ | 16.1 | | |
| 4.32 | |
Exercisable at January 1, 2023 | |
| 500 | | |
$ | 16.1 | | |
| 4.32 | |
Granted | |
| - | | |
| - | | |
| - | |
Exercised | |
| - | | |
| - | | |
| - | |
Forfeited | |
| - | | |
| - | | |
| - | |
Outstanding atJune 30, 2023 | |
| 500 | | |
$ | 16.1 | | |
| 3.82 | |
Exercisable at June 30, 2023 | |
| 500 | | |
$ | 16.1 | | |
| 3.82 | |
14. INCOME TAX
The Company’s Chinese subsidiaries
are governed by the Income Tax Law of the PRC concerning privately-run enterprises, which are generally subject to tax at 25% on
income reported in the statutory financial statements after appropriate tax adjustments. Under Chinese tax law, the tax treatment of finance
and sales-type leases is similar to US GAAP. However, the local tax bureau continues to treat the Company’s sales-type leases as
operating leases. Accordingly, the Company recorded deferred income taxes.
The Company’s subsidiaries
generate all of their income from their PRC operations. All of the Company’s Chinese subsidiaries’ effective income tax rate
for 2023 and 2022 was 25%. Yinghua, Shanghai TCH, Xi’an TCH, Huahong, Zhonghong and Erdos TCH file separate income tax returns.
There is no income tax for companies
domiciled in the Cayman Islands. Accordingly, the Company’s CFS do not present any income tax provisions related to Cayman Islands
tax jurisdiction, where Sifang Holding is domiciled.
The US parent company, SPC
is taxed in the US and, as of June 30, 2023, had net operating loss (“NOL”) carry forwards for income taxes of $4.20 million;
for federal income tax purposes, the NOL arising in tax years beginning after 2017 may only reduce 80% of a taxpayer’s taxable
income, and may be carried forward indefinitely. However, the coronavirus Aid, Relief and Economic Security Act (“the CARES Act”)
issued in March 2020, provides tax relief to both corporate and noncorporate taxpayers by adding a five-year carryback period and temporarily
repealing the 80% limitation for NOLs arising in 2018, 2019 and 2020. Management believes the realization of benefits from these
losses uncertain due to the US parent company’s continuing operating losses. Accordingly, a 100% deferred tax asset valuation
allowance was provided.
As of June 30, 2023, the Company’s
PRC subsidiaries had $37.03 million NOL that can be carried forward to offset future taxable income for five years from
the year the loss is incurred. The NOL was mostly from Erdos TCH and Zhonghong. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the
information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax
assets due to the recurring losses from operations of these entities, accordingly, the Company recorded a 100% deferred tax valuation
allowance for the PRC NOL.
The following
table reconciles the U.S. statutory rates to the Company’s effective tax rate for the six months ended June 30, 2023 and 2022:
| |
2023 | | |
2022 | |
U.S. statutory rates expense (benefit) | |
| (21.0 | )% | |
| (21.0 | )% |
Tax rate difference – current provision | |
| 4.1 | % | |
| 0.6 | % |
Permanent differences | |
| 2.0 | % | |
| 8.3 | % |
Change in valuation allowance | |
| 37.6 | % | |
| 15.8 | % |
Tax expense (benefit) per financial statements | |
| 22.7 | % | |
| 3.7 | % |
The following table reconciles
the U.S. statutory rates to the Company’s effective tax rate for the three months ended June 30, 2023 and 2022, respectively:
| |
2023 | | |
2022 | |
U.S. statutory rates expense (benefit) | |
| (21.0 | )% | |
| (21.0 | )% |
Tax rate difference – current provision | |
| 4.4 | % | |
| 0.8 | % |
Permanent differences | |
| 0.5 | % | |
| 3.0 | % |
Change in valuation allowance | |
| 46.6 | % | |
| 19.9 | % |
Tax expense (benefit) per financial statements | |
| 30.5 | % | |
| 2.7 | % |
The provision
for income tax expense (benefit) for the six months ended June 30, 2023 and 2022 consisted of the following:
| |
2023 | | |
2022 | |
Income tax expense (benefit) – current | |
$ | 62,492 | | |
$ | 23,557 | |
Income tax expense – deferred | |
| - | | |
| - | |
Total income tax expense (benefit) | |
$ | 62,492 | | |
$ | 23,557 | |
The provision
for income tax expense (benefit) for the three months ended June 30, 2023 and 2022 consisted of the following:
| |
2023 | | |
2022 | |
Income tax expense (benefit) – current | |
$ | 57,958 | | |
$ | 5,850 | |
Income tax expense – deferred | |
| - | | |
| - | |
Total income tax expense (benefit) | |
$ | 57,958 | | |
$ | 5,850 | |
15. STATUTORY RESERVES
Pursuant to the corporate law
of the PRC effective January 1, 2006, the Company is only required to maintain one statutory reserve by appropriating from its after-tax
profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings.
Surplus Reserve Fund
The Company’s Chinese subsidiaries
are required to transfer 10% of their net income, as determined under PRC accounting rules and regulations, to a statutory surplus
reserve fund until such reserve balance reaches 50% of the Company’s registered capital.
The surplus reserve fund is non-distributable
other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion
or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the
par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25%
of the registered capital.
The maximum statutory reserve
amount has not been reached for any subsidiary. The table below discloses the statutory reserve amount in the currency type registered
for each Chinese subsidiary as of June 30, 2023 and December 31, 2022:
Name of Chinese Subsidiaries | |
Registered
Capital | | |
Maximum
Statutory
Reserve
Amount | | |
Statutory
reserve at
June 30,
2023 | | |
Statutory
reserve at
December 31,
2022 | |
Shanghai TCH | |
$ | 29,800,000 | | |
$ | 14,900,000 | | |
¥ | 6,564,303 ($1,003,859 | ) | |
¥ | 6,564,303 ($1,003,859 | ) |
| |
| | | |
| | | |
| | | |
| | |
Xi’an TCH | |
¥ | 202,000,000 | | |
¥ | 101,000,000 | | |
¥ | 73,904,935 ($11,267,161 | ) | |
¥ | 73,781,005 ($11,249,275 | ) |
| |
| | | |
| | | |
| | | |
| | |
Erdos TCH | |
¥ | 120,000,000 | | |
¥ | 60,000,000 | | |
¥ | 19,035,814 ($2,914,869 | ) | |
¥ | 19,035,814 ($2,914,869 | ) |
| |
| | | |
| | | |
| | | |
| | |
Xi’an Zhonghong | |
¥ | 30,000,000 | | |
¥ | 15,000,000 | | |
| Did not accrue yet due to accumulated deficit | | |
| Did not accrue yet due to accumulated deficit | |
| |
| | | |
| | | |
| | | |
| | |
Shaanxi Huahong | |
$ | 2,500,300 | | |
$ | 1,250,150 | | |
| Did not accrue yet due to accumulated deficit | | |
| Did not accrue yet due to accumulated deficit | |
| |
| | | |
| | | |
| | | |
| | |
Zhongxun | |
¥ | 35,000,000 | | |
¥ | 17,500,000 | | |
| Did not accrue yet due to accumulated deficit | | |
| Did not accrue yet due to accumulated deficit | |
Common Welfare Fund
The common welfare fund is a
voluntary fund to which the Company can transfer 5% to 10% of its net income. This fund can only be utilized for capital items
for the collective benefit of the Company’s employees, such as construction of dormitories, cafeteria facilities, and other staff
welfare facilities. This fund is non-distributable other than upon liquidation. The Company does not participate in this fund.
16. CONTINGENCIES
China maintains a “closed”
capital account, meaning companies, banks, and individuals cannot move money in or out of the country except in accordance with strict
rules. The People’s Bank of China (PBOC) and State Administration of Foreign Exchange (SAFE) regulate the flow of foreign exchange
in and out of the country. For inward or outward foreign currency transactions, the Company needs to make a timely declaration to the
bank with sufficient supporting documents to declare the nature of the business transaction. The Company’s sales, purchases and
expense transactions are denominated in RMB and all of the Company’s assets and liabilities are also denominated in RMB. The RMB
is not freely convertible into foreign currencies under the current law. Remittances in currencies other than RMB may require certain
supporting documentation in order to make the remittance.
The Company’s operations
in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western
Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange.
The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
Litigation
1)In
November 2019, Beijing Hongyuan Recycling Energy Investment Center (“BIPC”), or Hongyuan, filed a lawsuit with the Beijing
Intermediate People’s Court against Xi’an TCH to compel Xi’an TCH to repurchase certain stock pursuant to a stock repurchase
option agreement. On April 9, 2021, the court rendered a judgment in favor of Hongyuan. Xi’an TCH filed a motion for retrial to
High People’s Court of Beijing on April 13, 2022, because Xi’an TCH paid RMB 261 million ($37.58 million)
principal and interest to Hongyuan as an out-of-court settlement. On April 11, 2022, Xi’an Zhonghong New Energy Technology Co.
Ltd., filed an application for retrial and provided relevant evidence to the Beijing High People’s Court on the Civil Judgment
No. 264, awaiting trial. On August 10, 2022, Beijing No. 1 Intermediate People’s Court of Beijing issued a Certificate of Active
Performance, proving that Xi’an Zhonghong New Energy Technology Co., Ltd. had fulfilled its buyback obligations as disclosed
in Note 10 that, on April 9, 2021, Xi’an TCH, Xi’an Zhonghong, Guohua Ku, Chonggong
Bai and HYREF entered a Termination of Fulfillment Agreement (termination agreement). Under the termination agreement, the original buyback
agreement entered on December 19, 2019 was terminated upon signing of the termination agreement. HYREF will not execute the buy-back
option and will not ask for any additional payment from the buyers other than keeping the CDQ WHPG station.
As of this report date, Xi’an
Zhonghong is waiting for Court’s decision on retrial petition that was submitted in April 2022. During this waiting period, BIPC
entered the execution procedure, and there is a balance of RMB 14,204,317 ($2.20 million) between the amount executed by
the court and the liability recognized by Xi ‘an TCH, which was mainly the enforcement fee, legal and penalty fee for the original
judgement, and was automatically generated by the toll collection system of the People’s court. The Company accrued $2.08 million
litigation expense as of June 30, 2023.
2)On
June 28, 2021, Beijing No.4 Intermediate People’s Court of Beijing entered into a judgement that Xi’an Zhonghong Technology
Co., Ltd. should pay the loan principal of RMB 77 million ($11.06 million) with loan interest of RMB 2,418,229 ($0.35 million)
to Beijiang Hongyuan Recycling Energy Investment Center (Limited Partnership). In the end of 2022, Beijing No.4 Intermediate People’s
Court of Beijing entered into the judgment enforcement procedure, which, in addition to the loan principal with interest amount, Xi’an
Zhonghong Technology Co., Ltd. was to pay judgment enforcement fee, late fee and other fees of RMB 80,288,184 ($11.53 million)
in total, the Company recorded these additional fees in 2022. There was no update for this case as of this report date.
17. COMMITMENTS
Lease Commitment
On November 20, 2017, Xi’an
TCH entered into a lease for its office from December 1, 2017 through November 30, 2020. The monthly rent was RMB 36,536 ($5,600)
with quarterly payment in advance. This lease expired in November 2020. The Company entered a new lease for the same location
from January 1, 2021 through December 31, 2023 with monthly rent of RMB 36,536 ($5,600), to be paid every half year in
advance.
The components of lease costs,
lease term and discount rate with respect of the office lease with an initial term of more than 12 months are as follows:
| |
Six Months Ended | |
| |
June 30, 2023 | |
Operating lease cost – amortization of ROU | |
$ | 30,863 | |
Operating lease cost – interest expense on lease liability | |
$ | 774 | |
Weighted Average Remaining Lease Term - Operating leases | |
| 0. 5 years | |
Weighted Average Discount Rate - Operating leases | |
| 5 | % |
| |
Six Months Ended | |
| |
June 30, 2022 | |
Operating lease cost– amortization of ROU | |
$ | 31,399 | |
Operating lease cost – interest expense on lease liability | |
$ | 2,413 | |
| |
Three Months Ended June 30, 2022 | |
Operating lease cost – amortization of ROU | |
$ | 15,245 | |
Operating lease cost – interest expense on lease liability | |
$ | 385 | |
| |
Three Months Ended June 30, 2022 | |
Operating lease cost – amortization of ROU | |
$ | 15,359 | |
Operating lease cost – interest expense on lease liability | |
$ | 1,193 | |
The following is a schedule,
by years, of maturities of the office lease liabilities as of June 30, 2023:
For the year ended June 30, 2024, | |
$ | 30,338 | |
Total undiscounted cash flows | |
| 30,338 | |
Less: imputed interest | |
| (4 | ) |
Present value of lease liabilities | |
$ | 30,334 | |
Employment Agreement
On May 8, 2020, the Company entered
an employment agreement with Yongjiang Shi, the Company’s CFO for 24 months. The monthly salary was RMB 16,000 ($2,200).
The Company will grant the CFO no less than 5,000 shares of the Company’s common stock annually; however, as of this report
date, the Board of Directors and Compensation Committee have not approved the number of shares to be given to the CFO, nor any stock reward
agreement has been signed.
On May 6, 2022, the Company entered
another employment agreement with Mr. Shi for 24 months with monthly salary of RMB 18,000 ($2,500). The Company will grant the
CFO no less than 5,000 shares of the Company’s common stock annually; however, as of this report date, the Board of Directors
and Compensation Committee have not approved the number of shares to be given to the CFO, nor any stock reward agreement has been signed.
18. SUBSEQUENT EVENTS
The
Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through
the date the unaudited financial statements were issued and determined the Company had no major subsequent event need to be disclosed.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This quarterly report on
Form 10-Q and other reports filed by the Company from time to time with the SEC (collectively the “Filings”) contain or may
contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Company’s
management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance
on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words
“may”, “will”, “should”, “would”, “anticipate”, “believe”, “estimate”,
“expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions
as they relate to Company or Company’s management identify forward-looking statements. Such statements reflect the current view
of Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors (including the statements
in the section “results of operations” below), and any businesses that Company may acquire. Should one or more of these risks
or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended, or planned.
Although the Company believes
the expectations reflected in the forward-looking statements are based on reasonable assumptions, the Company cannot guarantee future
results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the
United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Readers are urged to carefully review and consider the various disclosures made throughout the entirety of annual report, which attempts
to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.
Our financial statements
are prepared in US Dollars and in accordance with accounting principles generally accepted in the United States. See “Foreign Currency
Translation and Comprehensive Income (Loss)” below for information concerning the exchange rates at which Renminbi (“RMB”)
were translated into US Dollars (“USD”) at various pertinent dates and for pertinent periods.
OVERVIEW
The Company was incorporated on May 8, 1980
as Boulder Brewing Company under the laws of the State of Colorado. On September 6, 2001, the Company changed its state of incorporation
to the State of Nevada. In 2004, the Company changed its name from Boulder Brewing Company to China Digital Wireless, Inc. and on March
8, 2007, again changed its name from China Digital Wireless, Inc. to its current name, China Recycling Energy Corporation. On March 3,
2022, the Company changed its name to Smart Powerr Corp. The Company, through its subsidiaries, provides energy saving solutions and services,
including selling and leasing energy saving systems and equipment to customers, project investment, investment management, economic information
consulting, technical services, financial leasing, purchase of financial leasing assets, disposal and repair of financial leasing assets,
consulting and ensuring of financial leasing transactions in the Peoples Republic of China (“PRC”).
The Company is in the process of transforming
and expanding into an energy storage integrated solution provider business. We plan to pursue disciplined and targeted expansion strategies
for market areas we currently do not serve. We actively seek and explore opportunities to apply energy storage technologies to new industries
or segments with high growth potential, including industrial and commercial complexes, large scale photovoltaic (“PV”) and
wind power stations, remote islands without electricity, and cities with multi-energy supplies.
In December 2019, a novel strain of coronavirus (COVID-19) was reported,
and the World Health Organization declared the outbreak to constitute a “Public Health Emergency of International Concern.”
This contagious disease outbreak, which continues to spread to additional countries, and disrupts supply chains and affecting production
and sales across a range of industries as a result of quarantines, facility closures, and travel and logistics restrictions in connection
with the outbreak. The COVID-19 outbreak impacted the Company’s operations for the first quarter of 2020. However, as a result of
PRC government’s effort on disease control, most cities in China were reopened in April 2020, the outbreak in China is under the
control. From April 2020 to the end of 2021, there were some new COVID-19 cases discovered in a few provinces of China, however, the number
of new cases is not significant due to PRC government’s strict control. In 2022, COVID-19 cases fluctuated and increased again in
many cities of China including Xi’an Province where the Company is located. As a result of such increases, there have been periodic
short-term lockdowns and restrictions on travel in Xi’an Province and other areas of China, the Company’s operations have
been adversely impacted by the travel and work restrictions imposed on a temporary basis in China to limit the spread of COVID-19. From
January 2023, China has dropped all COVID restrictions, and the Company actively resumed its business
transformation task to transform and expand into an energy storage integrated solution provider sector.
For the six months ended June 30, 2023 and
2022, the Company had net loss of $337,346 and $666,269, respectively. For the three months ended June 30, 2023 and 2022, the Company
had net loss of $247,842 and $224,810, respectively. The Company has an accumulated deficit of $60.08 million as of June 30, 2023.
On June 30, 2023, the Company had $456,155
cash on hand, and loan receivable of $67,120,596 (RMB 485.0 million), a short term loan to
Jinan Youkai Engineering Consulting Co., Ltd (“Youkai”), who is an unrelated party of the Company. The short-term borrowing
was for five days with capital utilization fee of $13,839 (RMB 100,000) per day for total of $69,196 (RMB 500,000). The Company received
the repayment of $67.1 million in full and capital utilization fee of $69,196 on July 3rd, 2023. This satisfies
the Company’s estimated liquidity needs for 12 months from the issuance of the financial statements. The Company believes the business
transformation and expansion discussed above are probable of occurring and the occurrence, as well as the cash flow discussed, mitigate
the substantial doubt raised by the Company’s historical operating results.
Management also intends to raise additional
funds by way of a private or public offering, or by obtaining loans from banks or others. While the Company believes in the viability
of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there
can be no assurances to that effect. The ability of the Company to continue as a going concern depends upon the Company’s ability
to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or
private offering, or debt financing including bank loans.
Our Subsidiaries and Projects
Our business is primarily conducted through
our wholly-owned subsidiaries, Yinghua and Sifang, Sifang’s wholly-owned subsidiaries, Huahong and Shanghai TCH, Shanghai TCH’s
wholly-owned subsidiaries, Xi’an TCH, Xi’an TCH’s wholly-owned subsidiary Erdos TCH and Xi’an TCH’s 90%
owned and Shanghai TCH’s 10% owned subsidiary Xi’an Zhonghong New Energy Technology Co., Ltd., and Zhongxun. Shanghai TCH
was established as a foreign investment enterprise in Shanghai under the laws of the PRC on May 25, 2004, and currently has registered
capital of $29.80 million. Xi’an TCH was incorporated in Xi’an, Shaanxi Province under the laws of the PRC in November 2007.
Erdos TCH was incorporated in April 2009. Huahong was incorporated in February 2009. Xi’an Zhonghong New Energy Technology Co.,
Ltd. was incorporated in July 2013. Xi’an TCH owns 90% and Shanghai TCH owns 10% of Zhonghong. Zhonghong provides energy saving
solutions and services, including constructing, selling and leasing energy saving systems and equipment to customers.
Zhongxun was incorporated in March 2014 and
is a wholly owned subsidiary of Xi’an TCH. Zhongxun will be mainly engaged in project investment, investment management, economic
information consulting, and technical services. Zhongxun has not yet commenced operations nor has any capital contribution been made as
of the date of this report.
Yinghua was incorporated on February 11, 2015
by the U.S. parent company. Yinghua will be mainly engaged in financial leasing, purchase of financial leasing assets, disposal and repair
of financial leasing assets, consulting and ensuring of financial leasing transactions, and related factoring business. Yinghua has not
yet commenced operations nor has any capital contribution been made as of the date of this report.
The Company’s organizational chart as
of June 30, 2023 is as follows:
Erdos TCH – Joint Venture
On April 14, 2009, the Company formed a joint
venture (the “JV”) with Erdos Metallurgy Co., Ltd. (“Erdos”) to recycle waste heat from Erdos’ metal refining
plants to generate power and steam to be sold back to Erdos. The name of the JV was Inner Mongolia Erdos TCH Energy Saving Development
Co., Ltd. (“Erdos TCH”) with a term of 20 years. Erdos contributed 7% of the total investment of the project,
and Xi’an TCH Energy Technology Co., Ltd. (“Xi’an TCH”) contributed 93%. On June 15, 2013, Xi’an TCH
and Erdos entered into a share transfer agreement, pursuant to which Erdos sold its 7% ownership interest in the JV to Xi’an
TCH for $1.29 million (RMB 8 million), plus certain accumulated profits. Xi’an TCH paid the $1.29 million in
July 2013 and, as a result, became the sole stockholder of the JV. Erdos TCH currently has two power generation systems in Phase I with
a total of 18 MW power capacity, and three power generation systems in Phase II with a total of 27 MW power capacity. On April 28, 2016,
Erdos TCH and Erdos entered into a supplemental agreement, effective May 1, 2016, whereby Erdos TCH cancelled monthly minimum lease payments
from Erdos, and started to charge Erdos based on actual electricity sold at RMB 0.30 / KWH. The selling price of each KWH is determined
annually based on prevailing market conditions. In May 2019, Erdos TCH ceased its operations due to renovations and furnace safety upgrades
of Erdos, and the Company initially expected the resumption of operations in July 2020, but the resumption of operations was further delayed
due to government’s mandate for Erdos to significantly lower its energy consumption per unit of GDP by implementing a comprehensive
technical upgrade of its ferrosilicon production line to meet the City’s energy-saving targets. Erdos is currently researching
the technical rectification scheme. Once the scheme is determined, Erdos TCH will carry out supporting technical transformation for its
waste heat power station project. During this period, Erdos will compensate Erdos TCH RMB 1 million ($145,460) per month, until operations
resume. The Company has not recognized any income due to the uncertainty of collection.
In addition, Erdos TCH has 30% ownership
in DaTangShiDai (BinZhou) Energy Savings Technology Co., Ltd. (“BinZhou Energy Savings”), 30% ownership in DaTangShiDai
DaTong Recycling Energy Technology Co., Ltd. (“DaTong Recycling Energy”), and 40% ownership in DaTang ShiDai TianYu XuZhou
Recycling Energy Technology Co, Ltd. (“TianYu XuZhou Recycling Energy”). These companies were incorporated in 2012 but have
not had any operations since then nor has any registered capital contribution been made.
Chengli Waste Heat Power Generation Projects
On July 19, 2013, Xi’an TCH formed a
new company, “Xi’an Zhonghong New Energy Technology Co., Ltd.” (“Zhonghong”), of which it owns 90%
of Zhonghong, with HYREF owning the other 10%. Zhonghong provides energy saving solution and services, including constructing,
selling and leasing energy saving systems and equipment to customers. On December 29, 2018, Shanghai TCH entered into a Share Transfer
Agreement with HYREF, pursuant to which HYREF transferred its 10% ownership in Zhonghong to Shanghai TCH for RMB 3 million ($0.44 million).
The transfer was completed on January 22, 2019. The Company owns 100% of Xi’an Zhonghong after the transaction.
On July 24, 2013, Zhonghong entered into a
Cooperative Agreement of CDQ and CDQ WHPG Project (Coke Dry Quenching Waste Heat Power Generation Project) with Boxing County Chengli
Gas Supply Co., Ltd. (“Chengli”). The parties entered into a supplement agreement on July 26, 2013. Pursuant to these agreements,
Zhonghong will design, build and maintain a 25 MW CDQ system and a CDQ WHPG system to supply power to Chengli, and Chengli will pay energy
saving fees (the “Chengli Project”).
On December 29, 2018, Xi’an Zhonghong,
Xi’an TCH, HYREF, Guohua Ku, and Mr. Chonggong Bai entered into a CDQ WHPG Station Fixed Assets Transfer Agreement, pursuant
to which Xi’an Zhonghong transferred Chengli CDQ WHPG station (‘the Station”) as the repayment for the loan of RMB 188,639,400
($27.54 million) to HYREF. Xi’an Zhonghong, Xi’an TCH, Guohua Ku and Chonggong Bai also agreed to a Buy Back Agreement for
the Station when certain conditions are met (see Note 9). The transfer of the Station was completed on January 22, 2019, the Company recorded
a $624,133 loss. However, because the loan was not deemed repaid due to the buyback provision (See Note 9 for detail), the Company
kept the loan and the Chengli project recognized in its consolidated financial statements (“CFS”) until April 9, 2021.
The Buy Back Agreement was terminated on April 9, 2021, HYREF did not execute the buy-back option and did not ask for any additional
payment from the buyers other than keeping the CDQ WHPG station.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our management’s discussion and analysis
of our financial condition and results of operations are based on our consolidated financial statements (“CFS”), which were
prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation
of these CFS requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the
reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and
various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
While our significant accounting policies
are more fully described in Note 2 to our CFS, we believe the following accounting policies are the most critical to assist you in fully
understanding and evaluating this management discussion and analysis.
Basis of Presentation
These accompanying CFS were prepared in accordance
with US GAAP and pursuant to the rules and regulations of the SEC for financial statements.
Principle of Consolidation
The CFS include the accounts of CREG and,
its subsidiary, Sifang Holdings and Yinghua; Sifang Holdings’ wholly-owned subsidiaries, Huahong and Shanghai TCH; Shanghai TCH’s
wholly-owned subsidiary Xi’an TCH; and Xi’an TCH’s subsidiaries, Erdos TCH, Zhonghong, and Zhongxun. Substantially all
of the Company’s revenues are derived from the operations of Shanghai TCH and its subsidiaries, which represent substantially all
of the Company’s consolidated assets and liabilities as of June 30, 2023. All significant inter-company accounts and transactions
were eliminated in consolidation.
Use of Estimates
In preparing the CFS, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in the balance sheets as well as revenues and expenses during
the year reported. Actual results may differ from these estimates.
Concentration of Credit Risk
Cash includes cash on hand and demand deposits
in accounts maintained within China. Balances at financial institutions within China are not covered by insurance. The Company has not
experienced any losses in such accounts.
Certain other financial instruments, which
subject the Company to concentration of credit risk, consist of accounts and other receivables. The Company does not require collateral
or other security to support these receivables. The Company conducts periodic reviews of its customers’ financial condition and
customer payment practices to minimize collection risk on accounts receivable.
The operations of the Company are located
in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political,
economic and legal environments in the PRC.
Revenue Recognition
Sales-type Leasing and Related Revenue
Recognition
The Company follows Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842 (See Operating lease below as relates to the
Company as a lessee). The Company’s sales type lease contracts for revenue recognition fall under ASC 842.
The Company constructs and leases waste energy
recycling power generating projects to its customers. The Company typically transfers ownership of the waste energy recycling power generating
projects to its customers at the end of the lease.
The Company finances construction of waste
energy recycling power generating projects. The sales and cost of sales are recognized at the inception of the lease, which is when the
control is transferred to the lessee. The Company accounts for the transfer of control as a sales type lease in accordance with ASC 842-10-25-2.
The underlying asset is derecognized, and revenue is recorded when collection of payments is probable. This is in accordance with the
revenue recognition principle in ASC 606 -Revenue from contracts with customers. The investment in sales-type leases consists of the sum
of the minimum lease payments receivable less unearned interest income and estimated executory cost. Minimum lease payments are part of
the lease agreement between the Company (as the lessor) and the customer (as the lessee). The discount rate implicit in the lease is used
to calculate the present value of minimum lease payments. The minimum lease payments consist of the gross lease payments net of executory
costs and contingent rentals, if any. Unearned interest is amortized to income over the lease term to produce a constant periodic rate
of return on net investment in the lease. While revenue is recognized at the inception of the lease, the cash flow from the sales-type
lease occurs over the course of the lease, which results in interest income and reduction of receivables. Revenue is recognized net of
value-added tax.
Contingent Rental Income
The Company records income from actual electricity
generated of each project in the period the income is earned, which is when the electricity is generated. Contingent rent is not part
of minimum lease payments.
Foreign Currency Translation and Comprehensive
Income (Loss)
The Company’s functional currency is
RMB. For financial reporting purposes, RMB figures were translated into USD as the reporting currency. Assets and liabilities are translated
at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing
during the reporting period. Translation adjustments arising from the use of different exchange rates from period to period are included
as a component of stockholders’ equity as “Accumulated other comprehensive income.” Gains and losses from foreign currency
transactions are included in income. There has been no significant fluctuation in exchange rate for the conversion of RMB to USD after
the balance sheet date.
The Company uses “Reporting Comprehensive
Income” (codified in FASB ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’
equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders.
RESULTS OF OPERATIONS
Comparison of Results of Operations for
the six months ended June 30, 2023 and 2022
The following table sets
forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.
| |
2023 | | |
% of Sales | | |
2022 | | |
%
of Sales | |
Sales | |
$ | - | | |
| - | % | |
$ | - | | |
| - | % |
Cost of sales | |
| - | | |
| - | % | |
| - | | |
| - | % |
Gross profit | |
| - | | |
| - | % | |
| - | | |
| - | % |
Interest income on sales-type leases | |
| - | | |
| - | % | |
| - | | |
| - | % |
Total operating expenses | |
| 459,235 | | |
| - | % | |
| 383,506 | | |
| - | % |
Loss from operations | |
| (459,235 | ) | |
| - | % | |
| (383,506 | ) | |
| - | % |
Total non-operating expenses, net | |
| 184,381 | | |
| - | % | |
| (259,206 | ) | |
| - | % |
Loss before income tax | |
| (274,854 | ) | |
| - | % | |
| (642,712 | ) | |
| - | % |
Income tax expense | |
| 62,492 | | |
| - | % | |
| 23,557 | | |
| - | % |
Net loss | |
$ | (337,346 | ) | |
| - | % | |
$ | (666,269 | ) | |
| - | % |
SALES. Total sales for the six
months ended June 30, 2023 and 2022 were $0.
COST OF SALES. Cost of sales (“COS”)
for the six months ended June 30, 2023 and 2022 were $0.
GROSS PROFIT. Gross profit for the
six months ended June 30, 2023 and 2022 were $0 with gross margin of 0%.
OPERATING EXPENSES. Operating
expenses consisted of general and administrative expenses (“G&A”) totaling $459,235 for the six months ended June 30,
2023, compared to $383,506 for the six months ended June 30, 2022, an increase of $75,729 or 19.7%. The increase in operating expenses
was mainly due to increased audit fee by $76,100, increased legal expense by $26,000 and increased other G&A expenses by $42,990,
which was partly offset by decreased amortization on long term convertible note by $69,350.
NET NON-OPERATING INCOME (EXPENSES). Net
non-operating expenses consisted of gain or loss on note conversion, interest income, interest expenses, and miscellaneous expenses. For
the six months ended June 30, 2023, net non-operating income was $184,381 compared to non-operating expense of $259,206 for the six months
ended June 30, 2022. For the six months ended June 30, 2023, we had $170,441 interest income, gain on note conversion of $5,602 and other
income of $228,618, which was offset by $220,280 interest expense on note payable. For the six months ended June 30, 2022, we had $223,915
interest income but the amount was offset by $230,318 interest expense on note payable, loss on note conversion of $121,121, and other
expenses of $131,682.
INCOME TAX EXPENSE. Income tax
expense was $62,492 for the six months ended June 30, 2023, compared with $23,557 for the six months ended June 30, 2022. The consolidated
effective income tax rate for the six months ended June 30, 2023 and 2022 were 22.7% and 3.7%, respectively.
NET LOSS. Net loss for the six months
ended June 30, 2023 was $337,346 compared to $666,269 for the six months ended June 30, 2022, a decrease of net loss of $328,923. This
decrease in net loss was mainly due to decreased other expenses by $360,300 and decreased loss on note conversion by $126,723, which was
partly offset by increased G&A expenses by $75,729, increased income tax expense by $38,935 and decreased interest income by $53,474
as described above.
Comparison of Results
of Operations for the three months ended June 30, 2023 and 2022
The following table sets
forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.
| |
2023 | | |
%
of Sales | | |
2022 | | |
%
of Sales | |
Sales | |
$ | - | | |
| - | % | |
$ | - | | |
| - | % |
Cost of sales | |
| - | | |
| - | % | |
| - | | |
| - | % |
Gross profit | |
| - | | |
| - | % | |
| - | | |
| - | % |
Interest income on sales-type leases | |
| - | | |
| - | % | |
| - | | |
| - | % |
Total operating expenses | |
| 374,407 | | |
| - | % | |
| 187,726 | | |
| - | % |
Loss from operations | |
| (374,407 | ) | |
| - | % | |
| (187,726 | ) | |
| - | % |
Total non-operating income (expenses), net | |
| 184,523 | | |
| - | % | |
| (31,234 | ) | |
| - | % |
Income (loss) before income tax | |
| (189,884 | ) | |
| - | % | |
| (218,960 | ) | |
| - | % |
Income tax expense | |
| 57,958 | | |
| - | % | |
| 5,850 | | |
| - | % |
Net loss | |
$ | (247,842 | ) | |
| - | % | |
$ | (224,810 | ) | |
| - | % |
SALES. Total sales for the three
months ended June 30, 2023 and 2022 were $0.
COST OF SALES. Cost of sales (“COS”)
for the three months ended June 30, 2023 and 2022 were $0.
GROSS PROFIT. Gross income for the
three months ended June 30, 2023 and 2022 were $0 with gross margin of 0%.
OPERATING EXPENSES. Operating
expenses consisted of general and administrative expenses totaling $374,407 for the three months ended June 30, 2023, compared to $187,726
for the three months ended June 30, 2022, an increase of $186,681 or 99%. The increase in operating expenses was mainly due to an increased
legal fee by $60,000, increased audit fee by $93,790, and increased other G&A expenses by $32,890.
NET NON-OPERATING INCOME (EXPENSES). Net
non-operating income (expenses) consisted of loss on note conversion, interest income, interest expenses, and miscellaneous expenses.
For the three months ended June 30, 2023, net non-operating income was $184,523 compared to non-operating expenses of $31,234 for the
three months ended June 30, 2022. For the three months ended June 30, 2023, we had $82,246 interest income and other income of $216,333,
but the amount was offset by $109,176 interest expense on note payable and loss on note conversion by $4,880. For the three months ended
June 30, 2022, we had $109,585 interest income, but the amount was offset by $109,742 interest expense on note payable, and other expenses
of $31,077.
INCOME TAX EXPENSE. Income tax
expense was $57,958 for the three months ended June 30, 2023, compared with $5,850 for the three months ended June 30, 2022. The consolidated
effective income tax rate for the three months ended June 30, 2023 and 2022 were 30.5% and 2.7%, respectively.
NET LOSS. Net loss for the
three months ended June 30, 2023 was $247,842 compared to $224,810 for the three months ended June 30, 2022, an increase of net loss of
$23,032. This increase in net loss was mainly due to increased G&A expenses by $186,681, increased income tax expense by $52,108 and
decreased interest income by $27,339, which was partly offset by increased other income by $247,410 as described above.
LIQUIDITY AND CAPITAL RESOURCES
Comparison of Six Months Ended June 30,
2023 and 2022
As of June 30, 2023,
the Company had cash and equivalents of $456,155, other current assets of $133.48 million, current liabilities of $23.28 million, working
capital of $110.66 million, a current ratio of 5.75:1 and a liability-to-equity ratio of 0.26:1.
The following is a summary
of cash provided by or used in each of the indicated types of activities during the six months ended June 30, 2023 and 2022:
| |
2023 | | |
2022 | |
Cash provided by (used in): | |
| | |
| |
Operating Activities | |
$ | (69,042,292 | ) | |
$ | (167,599 | ) |
Investing Activities | |
| (69,994,412 | ) | |
| - | |
Net cash used in operating activities was
$69,042,292 during the six months ended June 30, 2023, compared to $167,599 for the six months ended June 30, 2022. The increase in net
cash outflow for the six months ended June 30, 2023 was mainly due to increased cash outflow on advance to suppliers by $68.90 million,
which was partly offset by decreased net loss and noncash adjustment to net loss totaling $99,420.
On June 19, 2023, the Company
entered a purchase agreement with Hubei Bangyu New Energy Technology Co., Ltd. (“Bangyu”). The total contract amount was $82.3
million (RMB 595.0 million) for purchasing the energy storage battery systems. As of June 30, 2023, the Company made a prepayment to Bangyu
of $65.9 million (RMB 476.0 million). The Company is in the process of transforming and expanding into energy storage integrated solution
provider business. The Company actively seeks and explores opportunities to apply energy storage technologies to new industries or segments
with high growth potential, including industrial and commercial complexes, large scale photovoltaic (PV) and wind power stations, remote
islands without electricity, and smart energy cities with multi-energy supplies.
Net cash used in investing activities was $69,994,412 and $0, respectively,
for the six months ended June 30, 2023 and 2022. For the six months ended June 30, 2023, investing activities mainly consists of short-term
loan receivable of $69,994,412.
On March 31, 2023, the Company
had $140,576,568 (RMB 966.0 million) short term loan to Jinan Youkai Engineering Consulting Co., Ltd (“Youkai”),
an unrelated party of the Company. The short-term loan was for five days with a capital utilization fee of $43,657 (RMB 300,000)
per day for total of $218,287 (RMB 1.5 million). To ensure the safety of the funds, before money was transferred to Youkai,
Youkai handed over the official seal, financial seal and bank account UK to the Company for custody and management until repayment of
the loan. The Company received the repayment of $140.6 million in full plus capital utilization fee on April 3, 2023.
On June 30, 2023, the Company
loaned $67,120,596 (RMB 485.0 million) to Youkai again, an unrelated party of the Company. The short-term loan was for
five days with a capital utilization fee of $13,839 (RMB 100,000) per day for total of $69,196 (RMB 500,000). To ensure
the safety of the funds, before money was transferred to Youkai, Youkai handed over the official seal, financial seal and bank account
UK to the Company for custody and management until repayment of the loan. The Company received the repayment of $67.2 million in
full plus capital utilization fee on July 3, 2023.
There was no cash provided by or use in financing
activities during the six months ended June 30, 2023 and 2022.
We do not believe inflation has had or will
have a significant negative impact on our results of operations in 2023.
Transfers of Cash to and from Our Subsidiaries
The PRC has currency and capital transfer
regulations that require us to comply with certain requirements for the movement of capital. The Company is able to transfer cash (USD)
to its PRC subsidiaries through: (i) an investment (by increasing the Company’s registered capital in a PRC subsidiary), or (ii)
a stockholder loan. The Company’s subsidiaries in the PRC have not transferred any earnings or cash to the Company to date. The
Company’s business is primarily conducted through its subsidiaries. The Company is a holding company and its material assets consist
solely of the ownership interests held in its PRC subsidiaries. The Company relies on dividends paid by its subsidiaries for its working
capital and cash needs, including the funds necessary: (i) to pay dividends or cash distributions to its stockholders, (ii) to service
any debt obligations and (iii) to pay operating expenses. As a result of PRC laws and regulations (noted below) that require annual appropriations
of 10% of after-tax income to be set aside in a general reserve fund prior to payment of dividends, the Company’s PRC subsidiaries
are restricted in that respect, as well as in others respects noted below, in their ability to transfer a portion of their net assets
to the Company as a dividend.
With respect to transferring cash from the
Company to its subsidiaries, increasing the Company’s registered capital in a PRC subsidiary requires the filing of the local commerce
department, while a stockholder loan requires a filing with the state administration of foreign exchange or its local bureau.
With respect to the payment of dividends,
we note the following:
1. |
PRC regulations currently permit the payment of dividends only out of accumulated profits, as determined in accordance with accounting standards and PRC regulations (an in-depth description of the PRC regulations is set forth below); |
|
|
2. |
Our PRC subsidiaries are required to set aside, at a minimum, 10% of their net income after taxes, based on PRC accounting standards, each year as statutory surplus reserves until the cumulative amount of such reserves reaches 50% of their registered capital; |
|
|
3. |
Such reserves may not be distributed as cash dividends; |
4. |
Our PRC subsidiaries may also allocate a portion of their after-tax profits to fund their staff welfare and bonus funds; except in the event of a liquidation, these funds may also not be distributed to stockholders; the Company does not participate in a Common Welfare Fund; |
|
|
5. |
The incurrence of debt, specifically the instruments governing such debt, may restrict a subsidiary’s ability to pay stockholder dividends or make other cash distributions; and |
|
|
6. |
The Company is subject to covenants and consent requirements. |
If, for the reasons noted above, our subsidiaries
are unable to pay stockholder dividends and/or make other cash payments to the Company when needed, the Company’s ability to conduct
operations, make investments, engage in acquisitions, or undertake other activities requiring working capital may be materially and adversely
affected. However, our operations and business, including investment and/or acquisitions by our subsidiaries within China, will not be
affected as long as the capital is not transferred in or out of the PRC.
PRC Regulations
In accordance with PRC regulations on Enterprises
with Foreign Investment and their articles of association, a foreign-invested enterprise (“FIE”) established in the PRC is
required to provide statutory reserves, which are appropriated from net profit, as reported in the FIE’s PRC statutory accounts.
A FIE is required to allocate at least 10% of its annual after-tax profit to the surplus reserve until such reserve has reached 50% of
its respective registered capital (based on the FIE’s PRC statutory accounts). The aforementioned reserves may only be used for
specific purposes and may not be distributed as cash dividends. Until such contribution of capital is satisfied, the FIE is not allowed
to repatriate profits to its stockholders, unless approved by the State Administration of Foreign Exchange. After satisfaction of this
requirement, the remaining funds may be appropriated at the discretion of the FIE’s board of directors. Our subsidiary, Shanghai
TCH, qualifies as a FIE and is therefore subject to the above-mandated regulations on distributable profits.
Additionally, in accordance with PRC corporate
law, a domestic enterprise is required to maintain a surplus reserve of at least 10% of its annual after-tax profit until such reserve
has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. The aforementioned reserves
can only be used for specific purposes and may not be distributed as cash dividends. Xi’an TCH, Huahong, Zhonghong and Erdos TCH
were established as domestic enterprises; therefore, each is subject to the above-mentioned restrictions on distributable profits.
As a result of PRC laws and regulations that
require annual appropriations of 10% of after-tax income to be set aside, prior to payment of dividends, in a general reserve fund, the
Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company as a dividend
or otherwise.
Chart of the Company’s Statutory
Reserve
Pursuant to PRC corporate law, effective January
1, 2006, the Company is required to maintain a statutory reserve by appropriating from its after-tax profit before declaration or payment
of dividends. The statutory reserve is restricted retained earnings. Our restricted and unrestricted retained earnings under US GAAP are
set forth below:
| |
As of | |
| |
June 30, 2023 | | |
December 31, 2022 | |
Unrestricted accumulated deficit | |
$ | (60,082,175 | ) | |
$ | (59,726,943 | ) |
Restricted retained earnings (surplus reserve fund) | |
| 15,185,889 | | |
| 15,168,003 | |
Total accumulated deficit | |
$ | (44,896,286 | ) | |
$ | (44,558,940 | ) |
OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into
any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into
any derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in our
CFS. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as
credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides
financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
CONTRACTUAL OBLIGATIONS
The Company’s contractual obligations
as of June 30, 2023 are as follows:
| |
1 year or | | |
More than | | |
See Note | |
Contractual Obligation | |
less | | |
1 year | | |
(for details) | |
Notes payable including accrued interest of $59,188 | |
$ | 5,460,094 | | |
$ | - | | |
| 10 | |
Entrusted loan including interest payable of $334,697 | |
$ | 10,990,957 | | |
$ | - | | |
| 9 | |
Total | |
$ | 16,451,051 | | |
$ | - | | |
| | |
The Company believes
it has sufficient cash as of June 30, 2023, and a sufficient channel to commercial institutions to obtain any loans that may be necessary
to meet its working capital needs. Historically, we have been able to obtain loans or otherwise achieve our financing objectives due to
the Chinese government’s support for energy-saving businesses with stable cash inflows, good credit ratings and history.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Exchange Rate Risk
Our operations are conducted mainly in the PRC.
As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated in RMB, which is our
functional currency. Accordingly, our operating results are affected by changes in the exchange rate between the U.S. dollar and those
currencies.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Company maintains disclosure controls and
procedures which are designed to provide reasonable assurance that information required to be disclosed in the Company’s periodic
SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to its principal executive officer and principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure. The Company’s management, with the participation of the Company’s
Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the Company’s
“disclosure controls and procedures,” as such term is defined in Rules 13a - 15(e) and 15d - 15(e) of the Securities Exchange
Act of 1934 (“Exchange Act”) at the end of the period covered by the report. Based upon that evaluation, our CEO and CFO concluded
that, as of June 30, 2023, the Company’s disclosure controls and procedures were not effective.
Changes in Internal Control Over Financial
Reporting
With the participation of the Company’s
management, including its CEO and CFO, the Company also conducted an evaluation of the Company’s internal control over financial
reporting to determine whether any changes occurred during the Company’s fiscal quarter ended as of June 30, 2023, that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on such
evaluation, management concluded that, as of the end of the period covered by this report, there have not been any changes in the Company’s
internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including the CEO and CFO, does
not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s
objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances
of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls
may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be subject to legal
proceedings and claims in the ordinary course of business. We are not currently a party to any material legal proceedings, and to our
knowledge none is threatened. There can be no assurance that future legal proceedings arising in the ordinary course of business or otherwise
will not have a material adverse effect on our financial position, results of operations or cash flows.
In November 2019, Beijing Hongyuan Recycling Energy
Investment Center (“BIPC”), or Hongyuan, filed a lawsuit with the Beijing Intermediate People’s Court against Xi’an
TCH to compel Xi’an TCH to repurchase certain stock pursuant to a stock repurchase option agreement. On April 9, 2021, the court
rendered a judgment in favor of Hongyuan. Xi’an TCH filed a motion for retrial to High People’s Court of Beijing on April
13, 2022, because Xi’an TCH paid RMB 261 million ($37.58 million) principal and interest to Hongyuan as an out-of-court settlement.
On April 11, 2022, Xi’an Zhonghong New Energy Technology Co. Ltd., filed an application for retrial and provided relevant evidence
to the Beijing High People’s Court on the Civil Judgment No. 264, awaiting trial. On August 10, 2022, Beijing No. 1 Intermediate
People’s Court of Beijing issued a Certificate of Active Performance, proving that Xi’an Zhonghong New Energy Technology Co.,
Ltd. had fulfilled its buyback obligations as disclosed in Note 10 that, on April 9, 2021, Xi’an TCH, Xi’an Zhonghong, Guohua
Ku, Chonggong Bai and HYREF entered a Termination of Fulfillment Agreement (termination agreement). Under the termination agreement, the
original buyback agreement entered on December 19, 2019 was terminated upon signing of the termination agreement. HYREF will not execute
the buy-back option and will not ask for any additional payment from the buyers other than keeping the CDQ WHPG station.
As of this report date, Xi’an Zhonghong
is waiting for Court’s decision on retrial petition that was submitted in April 2022. During this waiting period, BIPC entered the
execution procedure, and there is a balance of RMB 14,204,317 ($2.20 million) between the amount executed by the court and the liability
recognized by Xi ‘an TCH, which was mainly the enforcement fee, legal and penalty fee for the original judgement, and was automatically
generated by the toll collection system of the People’s court. The Company accrued $2.08 million litigation expense as of June 30,
2023.
On April 9, 2021, Xi’an TCH, Xi’an
Zhonghong, Guohua Ku, Chonggong Bai and HYREF entered a Termination of Fulfillment Agreement (termination agreement). Under the termination
agreement, the original buyback agreement entered on December 19, 2019 was terminated upon signing of the termination agreement. HYREF
will not execute the buy-back option and will not ask for any additional payment from the buyers other than keeping the CDQ WHPG station.
In February 2016, Xuzhou Intermediate People’s
Court of Jiangsu Province, or the Xuzhou Court, accepted an execution proceeding request from Zhongrong International Trust Co. Ltd.,
or Zhongrong, against Mr. Guohua Ku, Xi’an TCH, Xuzhou Taifate Steel Co., Ltd., or Xuzhou Taifate, to satisfy the obligation arising
out of a loan agreement and guarantee agreement among the parties. On March 21, 2018 and March 20, 2019, the Xuzhou Court ordered a deduction
from the bank accounts of Mr. Ku and Xi’an TCH of RMB 371,470 and RMB 254,824, respectively. On August 21, 2020, the Xuzhou Court
reopened the case in response to Zhongrong’s request against Xuzhou Taifa for the resolution of an additional loan in the amount
of RMB 145,356,100, which was paid in full in settlement. The Xuzhou Court concluded and closed the case on December 21, 2020.
On June 28, 2021, Beijing No.4
Intermediate People’s Court of Beijing entered into a judgement that Xi’an Zhonghong Technology Co., Ltd. should pay the loan
principal of RMB 77 million ($11.06 million) with loan interest of RMB 2,418,229 ($0.35 million) to Beijiang
Hongyuan Recycling Energy Investment Center (Limited Partnership). In the end of 2022, Beijing No.4 Intermediate People’s Court
of Beijing entered into the judgment enforcement procedure, which, in addition to the loan principal with interest amount, Xi’an
Zhonghong Technology Co., Ltd. was to pay judgment enforcement fee, late fee and other fees of RMB 80,288,184 ($11.53 million)
in total, the Company recorded these additional fees in 2022. There was no update for this case as of this report date.
Item 1A. Risk Factors
There have been no material changes in our risk
factors from those disclosed in Part I, Item 1A, of our Annual Report on Form 10-K as of and for the year ended December 31, 2022. An
investment in our common stock involves various risks. When considering an investment in our company, you should consider carefully all
of the risk factors described in our most recent Form 10-K and the registration statement as referenced above. If any of those risks,
incorporated by reference in this Form 10-Q, occur, the market price of our shares of common stock could decline and investors could lose
all or part of their investment. These risks and uncertainties are not the only ones facing us and there may be additional matters that
we are unaware of or that we currently consider immaterial. All of these could adversely affect our business, financial condition, results
of operations and cash flows and, thus, the value of an investment in our company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information
Nome
ITEM 6. EXHIBITS
Exhibit No. |
|
Description |
3.1 |
|
Articles of Incorporation (filed as Exhibit 3.05 to the Company’s Form 10-KSB for the fiscal year ended December 31, 2001). |
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3.2 |
|
Fifth Amended and Restated Bylaws (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K dated March 9, 2022). |
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3.3 |
|
Certificate of Change (filed as Exhibit 3.6 to the Company’s Current Report on Form 8-K dated May 24, 2016). |
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3.4 |
|
Certificate of Amendment (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 9, 2022). |
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4.1 |
|
Common Stock Specimen (filed as Exhibit 4.1 to the Company’s Registration Statement on Form SB-2 dated November 12, 2004; 1934 Act File No. 333-120431). |
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|
10.1 |
|
Supplementary Agreement by and between Inner Mongolia Erdos TCH Energy Saving Development Co., Ltd. and Inner Mongolia Erdos Metallurgy Co., Ltd., dated December 1, 2009 (filed as Exhibit 10.27 to the Company’s Form 10-K for the year ended December 31, 2009). |
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|
10.2 |
|
Joint Operation Agreement by and between Xi’an TCH Energy Technology Co., Ltd., a wholly owned subsidiary of the Company, and Inner Mongolia Erdos Metallurgy Co., Ltd., dated January 20, 2009 (filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended June 30, 2009). |
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10.3 |
|
Form of Independent Director Agreement. (filed as Exhibit 10.28 on the Company’s Registration Statement on Form 10, filed on February 5, 2010). |
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|
|
10.4 |
|
English Translation of Employment Agreement between the Company and Guohua Ku, dated December 10, 2020 (filed as Exhibit 10.4 to the Company’s Current Report on Form 10-K dated December 31, 2021). |
|
|
|
10.5 |
|
English Translation of Employment Agreement between the Company and Yongjiang Shi, dated December 16, 2021 (filed as Exhibit 10.5 to the Company’s Current Report on Form 10-K dated December 31, 2021). |
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10.6 |
|
Biomass Power Generation Asset Transfer Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 16, 2013). |
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|
10.7 |
|
Biomass Power Generation Project Lease Agreement (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 16, 2013). |
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10.8 |
|
Partnership Agreement of Beijing Hongyuan Recycling Energy Investment Center, LLP, dated July 18, 2013 (filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended September 30, 2013). |
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|
|
10.9 |
|
EPC Contract for Boxing CDQ Waste Heat Power Generation Project, dated July 22, 2013, by and between Xi’an Zhonghong New Energy Technology Co., Ltd and Xi’an Huaxin New Energy Co., Ltd (filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarterly period ended September 30, 2013). |
10.10 |
|
EPC Contract for CDQ Power Generation Project of Xuzhou Tianyu Group, dated July 22, 2013, by and between Xi’an Zhonghong New Energy Technology Co., Ltd and Xi’an H201uaxin New Energy Co., Ltd. (filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarterly period ended September 30, 2013). |
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|
|
10.11 |
|
Cooperation Agreement, dated July 22, 2013, by and between Xi’an Zhonghong New Energy Technology Co., Ltd. and Jiangsu Tianyu Energy and Chemical Group Co., Ltd (filed as Exhibit 10.5 to the Company’s Form 10-Q for the quarterly period ended September 30, 2013). |
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10.12 |
|
Waste Heat Power Generation Energy Management Cooperative Agreement with Zhongtai (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 6, 2013). |
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10.13 |
|
CDQ Power Generation Energy Management Cooperative Agreement with Rongfeng (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 17, 2013). |
|
|
|
10.14 |
|
China Recycling Energy Corporation Omnibus Equity Plan (Incorporated by reference from Appendix A to the Company’s Definitive Schedule 14A filed on April 30, 2015). |
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|
|
10.15 |
|
Transfer Agreement of CDQ & Waste Heat Power Generation, dated November 16, 2015, by and between Xi’an TCH Energy Technology Co., Ltd and Tangshan Rongfeng Iron & Steel Co., Ltd. and Xi’an Huaxin New Energy Co., Ltd. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 20, 2015). |
|
|
|
10.16 |
|
Xuzhou Zhongtai CDQ and Waste Heat Power Generation System Transfer Agreement, dated March 14, 2016, by Xi’an TCH Energy Technology Co., Ltd, Xuzhou Zhongtai Energy Technology Co., Ltd. and Xi’an Huaxin New Energy Co., Ltd. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 18, 2016). |
|
|
|
10.17 |
|
Repurchase Agreement for Coking Coal Gas Power Generation Project, dated June 22, 2016, by and between Xi’an TCH Energy Technology Co., Ltd., and Qitaihe City Boli Yida Coal Selection Co., Ltd. (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated August 15, 2016). |
|
|
|
10.18 |
|
Securities Purchase Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P., dated July 11, 2018 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 17, 2018). |
|
|
|
10.19 |
|
Convertible Promissory Note, issued by China Recycling Energy Corporation to Iliad Research and Trading, L.P., dated July 11, 2018 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 17, 2018). |
|
|
|
10.20 |
|
Equity Purchase Agreement by and between Shanghai TCH Energy Technology Co., Ltd. and Jinhua Wang, dated September 30, 2018 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 30, 2018). |
|
|
|
10.21 |
|
Agreement of Supplementary and Amendment by and between Shanghai TCH Energy Technology Co., Ltd. and Jinhua Wang, dated November 21, 2018 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 26, 2018). |
|
|
|
10.22 |
|
CDQ WHPG Station Fixed Assets Transfer Agreement, dated December 29, 2018, by and among Xi’an Zhonghong, Xi’an TCH, the HYREF, Guohua Ku and Chonggong Bai (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on March 16, 2019). |
|
|
|
10.23 |
|
Buy-Back Agreement, dated December 29, 2018, by and among HYREF, Xi’an Zhonghong, Xi’an TCH, Guohua Ku, Chonggong Bai and Xi’an Hanneng (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on March 16, 2019). |
10.24 |
|
Equity Transfer Agreement, dated December 29, 2018, by and between Xi’an TCH and Hongyuan Huifu. (filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on March 16, 2019). |
|
|
|
10.25 |
|
Equity Transfer Agreement, dated December 29, 2018, by and between Shanghai TCH and HYREF. (filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on March 16, 2019). |
|
|
|
10.26 |
|
Supplementary Agreement of Equity Transfer Agreement, dated December 29, 2018, by and among Xi’an TCH, Hongyuan Huifu, and the Fund Management Company. (filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on March 16, 2019). |
|
|
|
10.27 |
|
Projects Transfer Agreement by and among Xi’an Zhonghong, Xi’an TCH, and Mr. Chonggong Bai, dated January 4, 2019 (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on March 16, 2019). |
|
|
|
10.28 |
|
Securities Purchase Agreement by and between China Recycling Energy Corporation and Great Essential Investment, Ltd, dated February 13, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 19, 2019). |
|
|
|
10.29 |
|
Termination of Equity Purchase Agreement and Supplementary Amendment Agreement by and between Shanghai TCH and Mr. Jihua Wang, dated March 29, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 29, 2019). |
|
|
|
10.30 |
|
Forebearance Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated September 11, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 11, 2019). |
|
|
|
10.31 |
|
Exchange Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated September 19, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 19, 2019). |
|
|
|
10.32 |
|
Termination Agreement of Lease Agreement of Biomass Power Generation Project by and between Xi’an TCH Energy Technology Co., Ltd. and Pucheng Xin Heng Yuan Biomass Power Generation Co., Ltd. dated September 29, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 29, 2019). |
|
|
|
10.33 |
|
Exchange Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated October 16, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 16, 2019). |
|
|
|
10.34 |
|
Exchange Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated October 16, 2019 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 16, 2019). |
|
|
|
10.35 |
|
Amendment to Forebearance Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated December 16, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 16, 2019). |
|
|
|
10.36 |
|
Exchange Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated January 3, 2020 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 3, 2020). |
|
|
|
10.37 |
|
Exchange Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated January 13, 2020 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 13, 2020). |
|
|
|
10.38 |
|
Exchange Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated May 4, 2020 (filed as Exhibit 10.30 to the Company’s Current Report on Form 8-K, dated May 4, 2020). |
10.39 |
|
Employment Agreement by and between China Recycling Energy
Corporation and Yongjiang (Jackie) Shi, dated May 8, 2020 (as Exhibit 10.38 to the Company’s Annual Report on Form 10-K dated
for the year ended December 31, 2020 filed on April 15, 2021). |
|
|
|
10.40 |
|
Exchange Agreement dated as of May 15, 2020 by and between China Recycling
Energy Corporation and Lliad Research and Trading, L.P. (filed as Exhibit 10.39 to the Company’s Current Report on Form 8-K,
dated May 21, 2020). |
|
|
|
10.41 |
|
Forbearance Agreement dated as of May 15, 2020 by and between China
Recycling Energy Corporation and Lliad Research and Trading, L.P. (filed as Exhibit 10.40 to the Company’s Current Report on
Form 8-K, dated May 21, 2020). |
|
|
|
10.42 |
|
Exchange Agreement dated as of May 29, 2020 by and between China Recycling
Energy Corporation and Lliad Research and Trading, L.P. (filed as Exhibit 10.41 to the Company’s Current Report on Form 8-K,
dated June 4, 2020). |
|
|
|
10.43 |
|
Equity Acquisition Agreement dated as of December 22, 2020 by and between
China Recycling Energy Corporation and Shanghai TCH Energy Technology Co., Ltd., Zheng Feng, Yinhua Zhang, Weidong Xu and Xi’an
Taiying Energy Saving Technology Co., Ltd. (filed as Exhibit 10.43 to the Company’s Current Report on Form 8-K, dated December
29, 2020). |
|
|
|
10.44 |
|
Promissory Note dated as of December 4, 2020 by and between China Recycling
Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.43 to the Company’s Form S-1/A dated October 6, 2021) |
|
|
|
10.45 |
|
Exchange Agreements dated as of August 24, 2021 by and between China
Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.44 to the Company’s Form S-1/A dated October
6, 2021) |
|
|
|
10.46 |
|
Exchange Agreements dated as of August 31, 2021 by and between China
Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.45 to the Company’s Form S-1/A dated October
6, 2021) |
|
|
|
10.47 |
|
Exchange
Agreements dated as of September 1, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed
as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q dated November 12, 2021) |
|
|
|
10.48 |
|
Exchange
Agreements dated as of October 8, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed as
Exhibit 10.2 to the Company’s quarterly report on Form 10-Q dated November 12, 2021) |
|
|
|
10.49 |
|
Exchange
Agreements dated as of October 21, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed
as Exhibit 10.3 to the Company’s quarterly report on Form 10-Q dated November 12, 2021) |
10.50 |
|
Exchange
Agreements dated as of October 25, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed
as Exhibit 10.4 to the Company’s quarterly report on Form 10-Q dated November 12, 2021) |
|
|
|
10.51 |
|
Exchange
Agreements dated as of November 9, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed
as Exhibit 10.5 to the Company’s quarterly report on Form 10-Q dated November 12, 2021) |
|
|
|
10.52 |
|
Exchange Agreements dated as of November 30,
2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit to the Company’s Amendment
to Registration Statement on Form S1/A dated December 3, 2021) |
|
|
|
10.53 |
|
Exchange Agreements dated as of November 7,
2022 by and between China Recycling Energy Corporation and Bucktown Capital, LLC. (filed as Exhibit 10.53 to the Company’s
Form 10-K for the year ended December 31, 2022). |
|
|
|
10.54 |
|
Exchange Agreements dated as of January 6,
2023 by and between China Recycling Energy Corporation and Bucktown Capital, LLC. (filed as Exhibit 10.54 to the Company’s
Form 10-K for the year ended December 31, 2022). |
|
|
|
10.55 |
|
Exchange Agreements dated as of January 18,
2023 by and between China Recycling Energy Corporation and Bucktown Capital, LLC. (filed as Exhibit 10.55 to the Company’s
Form 10-K for the year ended December 31, 2022). |
|
|
|
10.56 |
|
Exchange Agreements dated as of February 13,
2023 by and between China Recycling Energy Corporation and Bucktown Capital, LLC.(filed as Exhibit 10.56 to the Company’s Form
10-K for the year ended December 31, 2022). |
|
|
|
10.57 |
|
Exchange
Agreements dated as of May 11, 2023 by and between China Recycling Energy Corporation and Bucktown Capital, LLC. (filed as Exhibit
10.57 to the Company’s quarterly report on Form 10-Q dated June 21, 2023). |
|
|
|
14.1 |
|
Code of Ethics (filed as Exhibit 14.1 to the Company’s Current
Report on Form 8-K dated December 2, 2009). |
|
|
|
21.1 |
|
Subsidiaries (filed as Exhibit 21.1 to the Company’s Annual Report
on Form 10-K dated May 14, 2020). |
|
|
|
31.1* |
|
Rule 13a-14(a)/15d-14(a) certification of the Chief Executive Officer. |
|
|
|
31.2* |
|
Rule 13a-14(a)/15d-14(a) certification of the Chief Financial Officer. |
|
|
|
32.1* |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. |
|
|
|
32.2* |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. |
|
|
|
101.INS* |
|
Inline XBRL Instance Document |
|
|
|
101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document. |
|
|
|
101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB* |
|
Inline XBRL Taxonomy Extension Labels Linkbase Document |
|
|
|
101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
SMART POWERR CORP. |
|
|
|
Date: August 11, 2023 |
By: |
/s/ Guohua Ku |
|
|
Guohua Ku |
|
|
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) |
|
|
|
Date: August 11, 2023 |
By: |
/s/ Yongjiang Shi |
|
|
Yongjiang Shi |
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
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I, Guohua Ku, Chief Executive Officer of Smart Powerr Corp. (the “Company”),
certify that:
I, Yongjiang Shi, Chief Financial Officer of Smart Powerr Corp. (the
“Company”), certify that:
I, Guohua Ku, Chief Executive Officer of Smart Powerr Corp. (the “Company”),
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge:
I, Yongjiang Shi, Chief Financial Officer of Smart Powerr Corp. (the
“Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that to the best of my knowledge: